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Terms of Use

Terms of using DonorCloud

Effective from November 2023

These Terms of Use (the “Agreement”) are entered into and effective as of the date of your account registration with DonorCloud (“Effective Date”). This Agreement governs the relationship between DonorCloud, (“DonorCloud,” the “Company,” “we,” “our,” or “us”), and you the account holder, user, or licensee (“You” or “User”) (collectively, the “Parties”), whether as an individual or as a representative of an entity. The Agreement also covers your use of our website (“website”) and our platform (“platform”, “portal”), which are designed to enable organisations to accept donations directly through their website, or through our website.

Please read the Agreement carefully before you start to use the website. By using the website, or by clicking to “accept” or “agree” to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by this Agreement and our Privacy Policy, incorporated herein by reference. You also acknowledge and warrant, if applicable, that you have the authority to enter into this agreement on behalf of, and bind, the entity for which you will be using the Software as a registered user.

If you do not want to agree to these Terms of Use, or the Privacy Policy, you must not access or use the website or platform.

This website is offered and available to users who are 13 years of age or older. By using this website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the website.

  1. Grant of Rights

    1. Subject to the terms and conditions set forth herein, we hereby grant you a limited, worldwide, non-exclusive, fee-based, non-transferable (except as set forth under Section 11.6) right and license, under our Intellectual Property Rights, to (i) use, in the form in which such Software is delivered by the DonorCloud only, and (ii) utilise such Software only for the purpose of receiving donations.
    2. Limited Rights of Licensee. Your obtainment and/or use of the Software does not grant you any rights of ownership in the Software, as all rights granted are merely those of a licensee under the terms of this Agreement, with those rights granted only for such time as (i) you conform to the terms and conditions of this Agreement, and (ii) until the termination of this Agreement.
    3. No Other Rights. Except for the limited rights expressly granted under this Agreement, neither this Agreement nor your exercise of rights granted convey any other rights or license to the Software, Confidential Information, Documentation, and Marks whether by implication, estoppel or otherwise, under any of DonorCloud’s Intellectual Property Rights (as defined below). We retain all rights, title and interest in and to the Software, Confidential Information, Documentation and Marks (as defined below), including without limitation, all worldwide right, title and interest in and to (i) all patents and all filed, pending applications for patents, including any reissue, re-examination, divisional, continuation or continuation-in-part patent applications now or hereafter filed (“Patent Rights”); (ii) all trade secrets, and all trade secret rights and equivalent rights arising; (iii) all works of authorship, including all registered and unregistered copyrights; and (iv) all proprietary indicia, trademarks, trade names, symbols, logos and/or brand names (“Marks”), in each case of (i) through (iv) as the same may arise or exist under common law, state law, federal law and laws of foreign countries (collectively “Intellectual Property Rights”).

  2. Payments

    1. Transaction and Platform Fees. Customers must pay the appropriate fees when there is a donation taken. Our current payment gateway provider charges different fees depending on the payment method that is used. For example, a UK bank card would incur a transaction fee of approximately 1.6% + 20p. We would then further take a platform fee typically 2.5% for handling the transaction. The transaction fee can vary and is only know once a transaction has been processed. All transactions are recorded clearly within the donation view page.
    2. The fees charged do not include any foreign, federal, state or local sales, use or other similar taxes, however designated, levied against the sale, licensing, delivery or use of the Software. You agree to pay or reimburse DonorCloud for all such taxes imposed. When DonorCloud has the legal obligation to collect such taxes, the appropriate amount shall be paid by you unless you provide DonorCloud with a valid tax exemption certificate authorised by the appropriate taxing authority. You agree to promptly notify us of any amendment or revocation of such certificate, and will hold DonorCloud harmless from and against any taxes or other monies resulting from the failure to hold a certificate recognised as valid by the appropriate tax authority.

  3. Payouts

    1. Our payment partners operate a payout schedule where you are paid out for all donations minus any expenses on a fixed day of the week every week. Any fees or chargebacks are therefore deducted before the next payout. We do not have any control over this and cannot change the schedule.

  4. Refunds and Chargebacks

    1. Refunds for any use of DonorCloud. DonorCloud does not charge any subscriptions fees. Therefore, there is no case in which a refund is due from DonorCloud to its customers.
    2. Refunds to donors. We understand that in some circumstances, you may need to refund your donor. Our payment partners do not return any transaction fees, but will facilitate a refund on your behalf. DonorCloud agrees to return any platform fee minus the transaction fee. This must be paid by you and is deducted from your account. This is then reflected on your next payout.
    3. Our payment partners charge a fee for any chargeback. It is up to you whether you refund the donor or not, but in all cases, you will bear the full burden of the chargebacks plus the platform fee and transaction fee.

  5. Your Additional Obligations

    1. Performance Obligations. You shall not alter, re-label or change the Software as provided by DonorCloud, and as may be amended at any time at our sole discretion, without our prior written consent.
    2. Books and Records. You agree to keep and maintain accurate books and records as reasonably necessary for verification of transaction payments pursuant to this Agreement.
    3. Terms and Conditions of Card Processor (Stripe). You agree at all times to conform to any and all terms and conditions, duties, and obligations arising out of, or pertinent to, your use of Stripe services through, or with respect to, our Software, which terms and conditions may be amended from time-to-time at the sole discretion of Stripe (for more information, visit Stripe Services Agreement).

  6. Limited Warranty

    1. Limited Warranty. DonorCloud agrees to provide Software which operates for the purpose of permitting you to accept donations through your website. DonorCloud shall have no obligation to provide warranty services if a defect is caused by a malfunction of non-DonorCloud hardware or software, or the failure to install and use any mandatory bug fixes or other software code provided free of charge by DonorCloud, provided the relevant defect is caused by or is not remedied by failure to install the same, by modification of the Software not made by DonorCloud, or by operator error or by misuse of Software.
    2. EXCEPT AS MAY BE AGREED TO IN A SEPARATE WRITING BETWEEN THE PARTIES, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE LIMITED WARRANTY GRANTED ABOVE IS IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, WHETHER STATUTORY, BY OPERATION OF LAW, OR OTHERWISE, AND WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, TITLE, ACCURACY AND ANY WARRANTIES ARISING OUT OF USAGE OR TRADE. THIS WARRANTY IS APPLICABLE SOLELY TO YOU AND NOT TO ANY DONOR OR ANY OTHER THIRD PARTY. NO WAIVER, ALTERATION OR MODIFICATION OF THIS WARRANTY SHALL BE BINDING AGAINST DonorCloud UNLESS IN WRITING AS A SEPARATE AMENDMENT HERETO AND SIGNED BY AN EXECUTIVE OFFICER OF DonorCloud.
    3. Licensee Warranty Limitations. You agree to indemnify, defend and hold harmless DonorCloud, its officers, agents, employees, and affiliates from any claim or liability arising out of or relating to any grant by you of any representation or warranty.

  7. Terms and Termination

    1. This Agreement shall continue in force during your use of the Software provided by DonorCloud as defined in this agreement. Either party may terminate this Agreement at any time. If you would like to terminate this Agreement, you must send a request to DonorCloud to close your account. DonorCloud may terminate this Agreement by closing your account, which will prevent the processing of future donations. DonorCloud may, at their sole discretion, suspend and/or place an account under review for possible violation of terms
    2. Termination for Insolvency. This Agreement shall terminate, without notice, (i) upon the institution by or against either Party of bankruptcy proceedings, which proceedings are not dismissed within ninety (90) days of their commencement, or (ii) upon either Party’s making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution.
    3. The provisions of Section 1.3, 5.1, 5.2, 6.2, 6.3, 6.4, 8.1, 8.2, 8.3, 10, 11, 10, 11, and all payment obligations incurred prior to termination shall survive the termination of this Agreement for any reason.
    4. No Liability for Termination. In the event of termination of this Agreement by either Party in accordance with any of the provisions of this Agreement, neither Party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of either Party. Termination shall not, however, relieve either Party of obligations incurred prior to the termination.
    5. Discretion for Termination. We may, in our sole discretion, refuse to offer the Services to any person or entity. We may, without notice and in our sole discretion, terminate your right to use the Services, or any portion thereof, and block or prevent your future access to and use of the Services or any portion thereof. Nothing herein shall be construed to create any duty to, or standard of care with reference to, or any obligation or liability to any person not a party to this Terms of Service. In particular, we disclaim any third-party beneficiary rights and interests which may arise out of, or pertain to, to our right reserved herein. DonorCloud will not allow the onboarding of any charity which supports an ideology of hate, racism, oppression, abuse, violence, not limiting it to these categories. DonorCloud endeavours to solely advocate goodness through equality, safety, and protection of all things and people. We therefore reserve the right to refuse or terminate any accounts without notice.

  8. Intellectual Property Notices and Confidentiality

    1. Intellectual Property Notices. You agree not to remove and to retain all proprietary Marks, legends and IP notices that appear on or display in connection with the Software, documentation, and Confidential Information delivered to you by DonorCloud, and all whole or partial copies thereof.
    2. Confidentiality
      1. Confidential Information. For purposes of this Agreement, a Party’s Confidential Information shall mean (i) all information considered by one Party to be confidential and which is clearly marked as “confidential” prior to disclosure to the other Party, or if disclosed orally or visually disclosed, shall be identified as the confidential information of the disclosing Party at the time of disclosure and then summarized in writing and provided to the recipient within thirty (30) days of such oral or visual disclosure; (ii) all information concerning or related to the Software, including but not limited to the logic, designs, source code, product specifications, inventions, research, improvement, manufacture and sale of the Software (including sales, costs, profits, pricing methods, organisations, business and product plans), and (iii) any other information which a reasonable business person would consider to be confidential information of the other Party. Confidential Information shall not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the receiving Party; (ii) is disclosed by one Party with the prior written approval of the other Party, (iii) is received by the receiving Party from a third party without a confidentiality obligation or duty of nondisclosure; or (iv) is disclosed pursuant to any judicial or governmental order, provided that to the extent consistent with such order the disclosing Party gives the other Party sufficient prior notice to contest such order.
      2. Non-Use and Non-Disclosure. The Parties to this Agreement agree to observe complete confidentiality with respect to the Confidential Information, and to make all reasonable efforts not to disclose, or permit any third party or entity access to, the Confidential Information (or any portion thereof) without the prior written permission of the other Party (except such disclosure or access which is required to perform any obligations under this Agreement and to ensure that any employees, or any third parties who obtain access to the Confidential Information, are advised of the confidential and proprietary nature thereof and are prohibited from copying, utilizing or otherwise revealing the Confidential Information. Without limiting the foregoing, the Parties agree to employ, with regard to the Confidential Information, procedures no less restrictive than the strictest procedures used by it to protect its own confidential and proprietary information.
    3. Source Code. You agree not to attempt, directly or indirectly, to decompile, disassemble, reverse engineer or use any other similar process with respect to the code, logic or information embodied by the Software.

  9. Trademarks and Trade Names

    1. During the Term, you shall have the right to use DonorCloud’s logo to advertise and identify that your website donation program is administered with the Software. You shall use our logo in accordance with DonorCloud’s usage in the Software, and shall not modify or delete our logo as set forth in the Software or in its user interface without the prior written consent of DonorCloud, in its sole discretion.
    2. Except for the limited rights provided for in this Section 9, nothing contained in this Agreement shall grant you any right, title or interest in DonorCloud’s logo. At no time during the Term shall you challenge or assist others in challenging DonorCloud’s rights in and to its logo, or the registration thereof, or attempt to register any trademarks, trade names or other proprietary indicia confusingly similar to such logo. All uses of DonorCloud’s logo will inure solely to DonorCloud, and you hereby irrevocably assign to DonorCloud all such right, title and interest, if any, in any such logo and agree to provide DonorCloud reasonable assistance in its registration of the logo in those jurisdictions in which your activities will be carried out.

  10. Patents and Copyright Indemnity

    1. Limitation of Liability. DONORCLOUD SHALL HAVE NO LIABILITY FOR ANY CLAIM BASED UPON: (I) THE COMBINATION, OPERATION OR USE OF THE SOFTWARE WITH EQUIPMENT, DEVICES OR SOFTWARE NOT SUPPLIED, APPROVED, OR SPECIFIED BY DONORCLOUD, WHERE SUCH CLAIM ARISES SOLELY AS A RESULT OF SUCH COMBINATION; (II) ANY ALTERATION OR MODIFICATION OF ANY PRODUCT NOT PERFORMED BY DONORCLOUD, (III) THE FAILURE TO INSTALL MANDATORY SOFTWARE UPDATES AND/OR FIXES OR OTHER SOFTWARE CODE PROVIDED FREE OF CHARGE TO YOU AND/OR YOUR DONORS, PROVIDED SUCH CLAIM WOULD NOT HAVE ARISEN BUT FOR SUCH FAILURE TO INSTALL THE SAME, (IV) MISUSE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, USE NOT IN ACCORDANCE WITH THE INTENDED PURPOSE OF THE SOFTWARE.
    2. Entire Liability. THIS SECTION 8 STATES THE ENTIRE LIABILITY OF DONORCLOUD, AS WELL AS YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, AND DONORCLOUD SHALL HAVE NO ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR PROVEN INFRINGEMENT OR MISAPPROPRIATION.
    3. Notification of Unauthorised Use. You agree to promptly notify DonorCloud in writing upon your discovery of any unauthorised use or infringement of the Software, or DonorCloud’s Intellectual Property Rights with respect thereto. DonorCloud shall have the sole and exclusive right to bring an infringement action or proceeding against any infringing third party, and, in the event that DonorCloud brings such an action or proceeding, you shall co-operate and provide full information and assistance to DonorCloud (at DonorCloud’s expense) and its counsel in connection with any such action or proceeding.

  11. Indemnification by Licensee

    1. Subject to DonorCloud’s indemnification obligation pursuant to Section 10, you shall defend, or at your sole option, settle, at your sole expense, any demand, claim or action brought against DonorCloud to the extent that such demand, claim or action is based on an allegation by a third party based on your actions or omissions with respect to this Agreement or your use of the Software, and you will indemnify DonorCloud from any costs, damages and fees (including attorney’s fees) incurred by, settled for, or awarded against DonorCloud from such claim. You shall be relieved of the foregoing indemnification obligations to the extent DonorCloud fails to (i) notify you promptly in writing of any Claim, (ii) permit you to defend against, compromise or settle such Claim or (iii) provide all available information and assistance (at your expense) reasonably necessary for you to defend against, compromise, or settle such claim. You shall not be liable for any costs, damages or fees incurred by DonorCloud on such action or claim unless you have authorised this in writing in advance. You will not agree to a settlement that would adversely affect DonorCloud’s interests without DonorCloud’s express written consent.

  12. Limitation of Liability

    1. No Consequential Damages.TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY, ITS AFFILIATES, AGENTS, REPRESENTATIVES, EMPLOYEES OR SUPPLIERS BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY (EXCEPT PURSUANT TO SECTIONS 10 AND 9) UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING ANY AMOUNTS FOR LOSS OF PROFITS, SUBSTITUTE GOODS, LOSS OF DATA OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR TERMINATION HEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR WARRANTY PROVIDED HEREUNDER. THE FOREGOING LIMITATION SHALL NOT APPLY TO AMOUNTS FOR WHICH EITHER PARTY IS LIABLE TO THE OTHER PARTY UNDER SECTION 6 SECTION 8, SECTION 9, OR SECTIONS 10 OR 11 (INDEMNIFICATION), OR BASED ON YOU EXCEEDING THE SCOPE OF THE LICENSES GRANTED HEREUNDER.
    2. Cap on Monetary Liability.EXCEPT AS OTHERWISE PROVIDED, IN NO EVENT WILL THE AGGREGATE LIABILITY OF DONORCLOUD, ITS SERVICE PROVIDERS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO DONORCLOUD. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

  13. General Provisions

    1. Compliance with Laws. During the term of this Agreement, each Party shall comply with all applicable laws.
    2. Applicable Law. Notwithstanding anything in this Agreement to the contrary, the laws of the United Kingdom shall govern the performance and construction of this Agreement and the interpretation of the Parties’ rights and duties without reference to its conflict of laws principles.
    3. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, shall be effective unless in writing signed by both Parties.
    4. Any notice required or permitted to be given under this Agreement shall be deemed given when delivered (i) by hand, (ii) by registered or certified mail, postage prepaid, return receipt requested, the address of the other Party first set forth above, or to such other address as a Party may designate by written notice to the other Party no less than thirty (30) days prior to change of such address, (iii) by overnight courier, or (iv) by fax with confirming letter mailed under the conditions described in (ii) above.
    5. Force Majeure. Except for the obligation to make payments, non-performance of either Party shall be excused to the extent the performance is rendered impossible by strike, fire, flood, terrorism, governmental acts or orders or restrictions, failure of suppliers or any other reason where failure to perform is beyond the reasonable control of, and is not caused by, the negligence of the non-performing Party.
    6. Non-assignability and Binding Effect. You may not assign this Agreement to any third party without the prior written consent of DonorCloud, and any attempt to do so in violation of the foregoing shall be deemed null, void and of no effect; provided that you shall be free to assign this Agreement in whole to any successor in interest to all or substantially all the assets or business pertaining to the subject matter hereof whether by merger, acquisition or consolidation or otherwise. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
    7. Legal Expenses. The prevailing Party in any legal action brought by one Party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys’ fees.
    8. Specific Performance; Injunctive Relief. Your breach of any obligation under Section6 of this Agreement or regarding the use, duplication, modification, transfer or confidentiality of any Confidential Information, documentation or otherwise shall entitle DonorCloud to injunctive, specific performance or other equitable relief, all without need of bond or undertaking of any nature, Licensee hereby specifically acknowledges that DonorCloud’s remedies at law under such circumstances would be inadequate.
    9. During the term of this Agreement, you shall, at your own expense, make, obtain, and maintain in force at all times during the Term of this Agreement, all filings, registrations, reports, licenses, permits and authorization from any private or governmental agency which are necessary for you to exercise your rights and perform your obligations hereunder (“Authorisations”). DonorCloud shall provide you, at your expense, with such assistance as you may reasonably request in making or obtaining any such Authorisations. In the event that the issuance of any Authorisation is conditioned upon an amendment or modification to this Agreement, which is unacceptable to DonorCloud, DonorCloud shall have the right to terminate this Agreement immediately effective without notice and without liability or further obligation whatsoever to you.
    10. Independent Contractors. The relationship between the Parties, established by this Agreement, is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either Party the power to direct and control the day-to-day activities of the other, (ii) constitute the Parties as partners, joint-ventures, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow you to create or assume any obligation on behalf of DonorCloud for any purpose whatsoever.
    11. Approvals and Enforceability. You hereby represent and warrant that no Authorisation or other consent, approval or authorisation of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery and performance of this Agreement. Additionally, you further represent that you have the legal authority to bind the corporation or entity on whose behalf you are obtaining the Software.
    12. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the Parties shall endeavour 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 an amendment, such invalid term, condition or provision (or portion thereof) 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.
    13. Changes to These Terms. DonorCloud may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the website thereafter. Should you not agree to the changes, your sole recourse is to immediately discontinue the use of the website and Software.