By creating an account with Gateway Giving, LLC, herby known as “Gyve”, the organization is identified and held harmless. (“User”) agrees to these terms of service (“Agreement”). Understand this agreement and are authorized to bind the User to this agreement. If you cannot or do not agree to the terms of this agreement on the behalf of the User, then do not create an account.
1.1 User represents and warrants that during the Term of this Agreement will maintain appropriate security for passwords and codes to keep their accounts safe from unapproved use.
1.2 Subject to the terms and conditions of this Agreement, Gyve hereby grants to User an non-exclusive and non-transferable license to (i) access and Use the System via the internet solely for User’s benefit.
1.3 Gyve will provide User with commercially reasonable technical support via email and telephone. Such technical support will be provided during Gyve normal business hours to enable User to report problems and seek reasonable assistance in the Use of the System.
1.4 Gyve will use commercially reasonable efforts to make the System available twenty-four (24) hours a day, seven (7) days a week except for (i) planned downtime (of which Gyve will give User at least eight (8) hours electronic notice and which Gyve will schedule to the extent practicable during the weekend between 10: p.m. Saturday and 2:00 a.m. Sunday Eastern Standard Time, and (ii) emergency downtime.
1.5 User is responsible for maintaining its own local/backup copies of User data.
1.6 User authorized Gyve to facilitate the processing of Donations, Payments and Investments made through the System.
1.7 By posting, uploading, or transmitting content or information to, or through, the System, User grants Gyve a non-exclusive, irrevocable, worldwide, sub-licensable (through multiple tiers), royalty-free license to copy, store, transmit, publish, publicly display, publicly perform, and otherwise use this content or information to operate the System for the benefit of User and User’s charities or as otherwise required to fulfill its obligations under this Agreement.
1.8 User agrees NOT to upload or display any content that depicts or implies: (a) nudity, sexually graphic content, illegal drug use, or material that Gyve, in its sole discretion, deems in violation of these restrictions or is in poor taste; or (b) content that contains threatening, abusive, harassing, defamatory, libelous, invasive, hateful, or racially, religiously, ethnically or otherwise objectionable. Doing so may result in removal of what Gyve, in its sole discretion, believes is in violation of this Agreement, and Gyve may immediately terminate User’s account. Gyve reserves the right to refuse service to any potential User that Gyve believes is in poor taste or is not consistent with Gyve business interests.
1.9 Gyve shall not be in default of this Agreement to the extent the System is unavailable wholly or partly due to any one of the following reasons: (i) User’s failure to perform its obligations under this Agreement; (ii) events of force majeure; (iii) the performance of User’s third party telecommunications network provider(s); (iv)changes made at the request of User; (v) User not having the minimum hardware and software required to access or Use the System; or (vi) other events beyond Gyve’s reasonable control.
2. FEES AND PAYMENT PROCEDURES
2.1 User understands that Gyve will charge a fee for transactions made to organizations through using our System. Gyve may adjust the Fees by providing at least thirty (30) days’ notice to the organization.
2.2 Gyve does not charge Subscription Fees,.
2.3 All amounts payable hereunder are exclusive of sales, use, value-added, and other taxes. User shall be responsible for and shall submit to proper tax authority any present or future state and local sales tax, use, value-added or other taxes, duties, tariffs, or fees that directly result from this Agreement or the provision of the services. In no event shall User be responsible or liable for any taxes based on Gyve’s income.
2.4 All one time and recurring transactions will be set at 2.5% + $0.30. All round up transactions will be 2.5% + $1.30.
3. TERM AND TERMINATION
3.1 Unless Gyve notifies User otherwise, Gyve will process all donations received through the System prior to termination of this Agreement consistent with the terms of this Agreement.
3.2 Upon the termination of this Agreement for any reason, User Shall immediately cease all Use of the System provided.
3.3 Accounts that are not activated, meaning no transactions are processed, for 90 days will be uninrolled from all online bank accounts the User has authorized. Upon new activity, the user will be required to reauthorize any online banks they wish to use for round up transactions.
4. WARRANTY AND LIMITATION OF LIABILITY
4.1 By accessing, using, or registering with the System, User represents, warrants, and covenants that:
– User has the authority to enter into this Agreement.
– User’s decision to enter into this Agreement and Use of the System will not violate any applicable law, regulation, or ordinance.
– User’s entry into this Agreement and Use of the System will not infringe the rights of any third parties.
– User will at all times supply truthful and accurate information to Gyve and will not misrepresent itself to the public through the Use of the System
4.2 Gyve represents, warrants, and covenants that:
– Gyve has the authority to enter into this Agreement
– Gyve will use commercially reasonable efforts to cause the System to substantially conform to the Documentation. In the event that User reports such as a non-conformity, then as the User’s sole and exclusive remedy, Gyve will use commercially reasonable efforts to correct such non-conformity or terminate this Agreement pursuant to section 3.1.
4.3 Except as provided in section 4.2, the System, the local code and any materials or services provided under this agreement are provided “AS-IS” and “With All Faults”, and Gyve makes no other warranties, whether express, implied, or statutory regarding or relating to the System, local code or any materials or services, including that the System’s operations will be uninterrupted or error free or that the System will satisfy User’s requirements. Gyve specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, and non-infringement with respect to the System, local code and such other materials and services.
4.4 In no event will Gyve be liable for any loss of profits, loss of use, business interruption, cost of cover or indirect, special, incidental or consequential damages of any kind in connection with or arising out of the System, local code or any materials or services performed hereunder, whether arising out of contract, tort, negligence, strict liability, or any other legal or equitable theory, even if Gyve has been advised of the possibility of such damages.
5. CONFIDENTIAL INFORMATION
5.1 Each party (the “Receiving Party”) acknowledges that the other party’s (the “Disclosing Party”) Confidential Information constitutes valuable trade secrets and the Receiving Party agrees that (i) it shall use the Disclosing Party’s Confidential Information solely in accordance with the provisions of this Agreement, and (ii) it will not disclose, or permit to be disclosed, the same, directly or indirectly, to any third party without the Disclosing Party’s prior written consent, except as necessary to perform the services and operate the System. The Receiving Party agrees to use the same efforts, but not less than commercially reasonable efforts, to protect the Disclosing Party’s Confidential Information from unauthorized use and disclosure as the Receiving Party takes with respect to its own similar confidential information. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required to be disclosed by order of a court or other governmental entity, provided that the Receiving Party promptly notifies the Disclosing Party and assists the Disclosing Party in resisting or limiting such disclosure.
5.2 All Confidential User Data shall be jointly owned by User and Gyve. Without the express written permission of the donor or as required to perform or improve the services and operate the System, Gyve shall not sell, disclose, transfer, use for any purpose outside the scope of this Agreement, or rent any Confidential User Data to any third party, including after termination of this Agreement.
6.1 Gyve will, at its expense, defend, indemnify and hold User, its officers, directors, agents and employees, harmless from and against third party claims, and awarded damages, related to or arising out of an allegation brought against User that the System infringes any patent, copyright, trade secret or other proprietary right of any third party. User shall give such assistance and information as Gyve may reasonably require to oppose such claims. Gyve shall have no obligation from any claims arising out of a combination or Use of the System with non-Gyve programs, products or data, if such claim would have been avoided by the exclusive Use of the System. In the event of a third party claim of infringement is threatened or occurs, User will immediately notify Gyve. Gyve may, in its sole discretion, alter or replace the System with a non-infringing, functionally equivalent system. If Gyve determines that none of these alternatives is reasonably available, Gyve may terminate this Agreement.
6.2 User will, at its expense, defend, indemnify and hold Gyve, its officers, directors, agents and employees, harmless from and against all claims, losses and damages relating to or arising out of an allegation brought against Gyve as a result of the Use of the System by or through User, other than those intellectual property claims against which Gyve has indemnified User under Section 6.1. Gyve shall give such assistance and information as User may reasonably require to oppose such claims.
7.1 Except for the obligations to make payments hereunder, each party shall be relieved of the obligations hereunder to the extent that performance is delayed or prevented by any cause beyond its reasonable control, including acts of God, public enemies, war, civil disorder, communications failures, fire, flood, explosions, labor disputes or strikes or any acts or orders of any governmental authority, failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment.
7.2 Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by User, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of Gyve. Any attempted assignment or other transfer by User without Gyve prior written consent will be null and void. Subject to the foregoing, this Agreement will be binding upon and will insure to the benefit of the parties and their respective successors and assigns.
7.3 Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement, or its rights or remedies at any time, will not be construed nor deemed to be a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action.
7.4 If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such and amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law
7.5 This agreement may not be amended, except (i) by written amendment signed by both parties, or (ii) by Gyve posting updated/revised terms on its website and by providing User notice of such terms or User’s continued Use of the System following the date the updated/revised term are posted. Accordingly, User agrees to regularly check Gyve website for updated/revised terms. No terms, provisions or conditions of any purchase order, acknowledgment or other business form that User may use in connection with this Agreement or obtaining services will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of Gyve to object to such terms, provisions or conditions.
7.6 No exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such party of any other right or remedy under this Agreement or that such party is entitled by law to enforce.
7.7 Nothing in this Agreement shall be interpreted or construed as establishing between the parties a fiduciary relationship, partnership, joint venture or other similar arrangement.
7.8 This Agreement is made under, and will be governed by and construed in accordance with, the laws of the State of Michigan (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in County of Livingston, State of Michigan, USA. User hereby consents to the jurisdiction of such courts for any such dispute.
7.9 This agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, with respect to said subject matter.
8.1 “Confidential User Data” shall mean all information received by Gyve from User or a donor, which can be used on its own or with other information to identify, contact, or locat and individual, including name, date of birth, place of birth, age, gender, race, photograph, social security number, driver’s license number, address, telephone number, mother’s maiden name, email address, IP address, credit card number, account number, login name, screen name, password, and any other personal information, including medical, educational, financial, employment, and criminal information not lawfully accessible from publically available information.
8.2 “Disclosing Party” will have the meaning set forth in section 5.1.
8.3 “Fees” mean Transaction Fees
8.4 “Gyve” means Gateway Giving LLC, a Michigan limited liability corporation.
8.5 “Initial Term” will have the meaning set forth in section 3.1.
8.5 “Merchant Agreement” means an agreement or agreements between a Qualified Processor and User for the processing of credit/debit card, e-check, ACH and other applicable payments.
8.6 “Net Proceeds” will have the meaning set forth in Section 2.4.
8.7 “Qualified Processor” means a credit card processor authorized by Gyve to integrate with the System.
8.8 “Receiving Party” will have the meaning set forth in Section 5.1.
8.9 “User Proceeds” will have the meaning set forth in Section 2.4
8.10 “System” means the Gyve online giving platform that facilitates online cash donation, and provides reporting functionality.
8.11 “Term” means the initial Term and any Renewal Term.
8.12 “Transaction Fees” means the fixed and/or percentage base fees applicable to processing Cash Donations as set forth on the Gyve website and/or, APIs or mobile applications.
8.13 “Use” means the utilization of those features of the System that correspond with User’s subscription level.
Gateway Giving LLC (“Gyve”) is committed to ensuring the privacy of all users’ (“Users”) information.
In order to use the mobile payment services offered by Gyve through the Application (the “Services”), all Users will need to submit certain personal information about themselves (as prompted by the Website and/or Application), including their name, postal address information, online banking, phone number, bank information, credit or debit card information and email address. Users may be asked to submit further information from time to time.
USE OF INFORMATION AND DATA
The information that Users provide will only be used in connection with the Services, to communicate with Users in relation to the Services or to co-operate with any government, industry or regulatory authorities. Gyve reserves the right to use data (on an anonymous basis) in relation to Users’ use of the Services for marketing and accounting purposes. Gyve also reserves the right to share your information with the charities you are donating money to.
DISCLOSURE OF INFORMATION
ACCESS TO AND UPDATES OF INFORMATION
Users may request at any time to see the personal information that Gyve holds on its behalf or to correct or update any personal information (to the extent that Users are unable to do so through the Website or Application). Please email Gyve at firstname.lastname@example.org.
STORAGE OF INFORMATION
Gyve will securely store all Users’ personal information..
Gyve is committed to data security. Gyve uses a variety of technologies and procedures to help protect personal information from unauthorized access, use or disclosure. For example, Gyve stores the data in computer servers with limited access that are located in controlled facilities secured by the latest in surveillance and security technology. When Gyve transmits sensitive information (such as a credit card numbers), Gyve protects it through the use of encryption, such as the Secure Socket Layer (SSL) protocol.
Gyve will hold Users’ personal and transactional information both before and after the cancellation of each User’s account, but only for as long as Gyve is lawfully entitled to do so.
Gyve partners with payment gateways to process credit card and ACH payments. Their Terms are available here Processor Terms of Service