DONOR ADVISED FUND TERMS OF USE

By clicking on the Accept button below, you are agreement to these CharityBox Donor Advised Fund Terms of Use (the “Agreement”), as they may be amended, which are entered into by and between Giving Choice, Inc. d/b/a CharityBox Fund, a Florida not-for-profit 501(c)(3) corporation (the “Sponsoring Organization” or “CF”), and you, the Donor (CF and the Donor, together are referred to in this Agreement as the “Parties”). The Agreement shall be considered executed and accepted on the earlier of the date on which Donor affirmatively indicates his or her acceptance of all of the terms and conditions of the Agreement, via the CharityBox website or mobile application, or the creation and funding of a CharityBox Charitable Giving Fund (defined below).

Terms

I. Donor Contributions. Donor may make irrevocable contributions to the Fund immediately upon the acceptance of this Agreement and the creation of the Fund. Donor shall make any contributions electronically via the internet. Donor contributions shall then irrevocably become part of the Fund’s assets (the “Fund Assets”). All Donor contributions shall be transferred to CF, but they may be processed, at CF’s sole discretion, by an agent. After each Donor contribution is processed, Donor will usually immediately receive confirmation of its Donor contribution via the application, or, at the very latest on or before January 31 of the following year. To the extent that the Donor will itemize charitable deductions, since the Internal Revenue Service requires taxpayers to substantiate charitable deductions they claim, Donor should keep such confirmations with tax records for the year in which contributions are made.

II. Control Over the Fund and Fund Assets. CF shall own and control the Fund and all Fund Assets. CF shall have all power and authority necessary to invest, reinvest, and manage the Fund Assets in accordance with the purposes of the Fund, as described elsewhere herein. All appreciation, interest or income earned from the investment of Fund Assets shall be the property of CF, over which it has complete legal control, and no such appreciation, interest, or income shall accrue to Donor’s Fund. When used herein, any reference to “Donor’s Fund” shall be merely for identification purposes regarding its creation and recommendation privileges, and it shall not indicate any ownership over the Fund by the Donor.

III. Distributions. Fund Assets shall be distributed by CF, at its sole discretion, to exempt organizations under IRC § 501(c)(3) that are organized and operated exclusively for exempt purposes within the meaning of IRC § 170(c)(2)(B) (the “Distributions”). Notwithstanding the foregoing, private foundations, individuals and disqualified supporting organizations are not considered eligible to receive Distributions. Donor shall not be entitled, at any time, to any Distributions from the Fund, including income, interest, or principal. Once a Distribution is made by CF, the funds constituting the Distribution shall no longer be subject to the rules, regulations, policies or control of CF, and CF makes no representations or warranties regarding such funds, once they are no longer under its control.

IV. Donor Recommendations.

(a) Recommendation Privilege. Donor shall be entitled to make a non-binding and non-compulsory recommendation to charitable organizations for Distributions. CF ordinarily endeavors to honor recommendations to eligible public charities unless it has reason to believe that such recommendation, if followed, might be contrary to IRS regulations or other applicable law, for example, the grant will benefit you or another individual, or it is part of a conduit to some other ineligible recipient. Nevertheless, CF shall be entitled to disregard any recommendation made by Donor, to retain all or some of such funds rather than approving a Distribution, or to distribute all or some of the Fund to a different charitable organization than the one that Donor recommends. Donor understands that, in accordance with IRS requirements, any recommendation shall be advisory only, shall not be binding upon CF, and shall not be the sole criteria used by CF in determining whether or not to make a Distribution.

(b) Method of Recommendation. If Donor wishes to make Distribution recommendations as to where the Fund Assets should be directed, it must do so through the Fund web or mobile application. All recommendations must indicate clearly the amount to be distributed and the charitable organization that should receive the Distribution.

(c) Timing, Frequency and Amount of Recommendations. All Distribution recommendations by Donor may be ongoing or on an occasion-by-occasion basis, with no limitation on the number of requests as long as the web and mobile applications are functional. CF may require a minimum recommended Distribution amount before it will consider a recommendation, and this amount may change over time. Donor may not make a recommendation for an amount greater than the balance in the Donor’s Fund.

(d) Changing Recommendations. Recommendation change requests must be made via the contact form on CF’s website or mobile application and in accordance with the procedures set out therein. While CF will attempt to honor such request, they cannot be guaranteed. Any changes will not affect recommended distributions that have already been processed and resulted in a grant.

(e) Evaluating Recommendations. CF shall be entitled to evaluate Donor recommendations according to the interests of CF in fulfilling its IRC § 501(c)(3) purposes. This includes, but is not limited to, ensuring that the charities have purpose(s) provided by IRC § 170(c)(2)(B), any Distribution complies with CF’s policies and guidelines relating to the operation of its Fund, and that the charity is in compliance with the IRC and other applicable laws..

V. Funds

(a) Establishing a Fund. CF shall provide Donor with a Fund upon Donor agreeing the terms as stated herein, and by providing the information requested in order to establish the Fund.

(b) Maintenance of the Fund. In order to assure that CF maintains the Fund, Donor must continue to either make contributions to the Fund or to recommend Distributions of amounts at or below the total value of the Fund. If two years pass without such activity, then CF ordinarily shall close the Fund and distribute any remaining funds, either to other charities or to itself to cover administrative costs or other expenses. When a Fund is closed, this Agreement is automatically terminated pursuant to Section VI, below, and the Donor no longer shall have any rights with respect to use of the website and mobile application to access Fund information, and no privileges with respect to recommendations involving such Fund.

(c) Administrative Fees. CF or its agent may charge an administrative fee to the Fund, but such amount shall ordinarily not exceed 5% of amounts contributed, plus any outside credit card processing fees, if applicable. Notwithstanding the foregoing, in the event the Donor shall make a Donor contribution by credit card payment, and the Donor subsequently cancels the Donor credit card contribution, the Donor agrees to promptly pay in full any and all fees charged to CF by a third party in connection with the cancelation of such Donor contribution, including, but not limited to, fees or charges charged by a bank, credit card company or other similar third party relating to such cancelation. Furthermore, please note that the Fund shall not be credited with any interest or investment returns, and that the administrative ceiling may change to the extent required to maintain the viability of the program.

VI. Termination. This Agreement shall remain in effect until or unless terminated by either Party pursuant to this Section. CF may terminate this Agreement, with or without cause, at any time upon written notice to Donor. Donor may terminate this Agreement by closing its Fund at any time and making a final Distribution recommendation (or forfeiting such privilege).

VII. No Personal Use for Donors, CF, and Related Parties. No Distributions from the Fund shall be used to discharge or satisfy a charitable pledge or obligation of any person, or to pay for goods or services of value received by Donor, by any spouse or relative of Donor, or by other individuals related to CF.

VIII. The Donor represents and warrants that: (a) Donor is not establishing the Fund nor contributing to the Fund with any profit motive; (b) Donor does not expect any distribution of interest, income or principal from the Fund; (c) all Donor contributions are monetary contributions, and irrevocable and unrestricted; (d) Donor has read, and understands and accepts the terms and conditions of this Agreement; and (e) Donor shall abide by all applicable federal and state laws, rules, and regulations, licenses or procedures pertaining to the subject matter of this Agreement, including but not limited to any tax reporting, compliance and disclosure rules, regulations and law.

IX. Indemnification. Donor shall indemnify and hold CF harmless relating to any claims, causes of action, suits, losses, damages, costs and expenses (including without any limitation, all reasonable attorney fees) caused by or in connection with Donor’s (1) breach of this agreement; or (2) gross negligence or willful misconduct.

X. Limitation of Liability. IN NO EVENT SHALL CF BE LIABLE FOR ANY AMOUNT OF INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, WHETHER BASED ON LOST REVENUE OR OTHERWISE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

XI. Waiver of Claims. DONOR HEREBY IRREVOCABLY WAIVES ANY CLAIM HE, SHE, OR IT MAY HAVE AGAINST SPONSORING ORGANIZATION, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BASED ON ANY USE, MANAGEMENT, OR DISTRIBUTION OF DONOR CONTRIBUTIONS AND FUND ASSETS, WHICH ASSETS DONOR UNDERSTANDS NO LONGER BELONGS TO DONOR ONCE A CONTRIBUTION HAS BEEN COMPLETED.

XII. Severability. If any part of this Agreement shall be deemed invalid, such provision shall be deemed severed from this Agreement, and the remainder of this Agreement shall otherwise remain in full force and effect.

XIII. Assignment. CF shall have the right to freely delegate duties and assign rights under this Agreement, including but not limited to reorganizing under a different charitable entity exempt under IRC § 501(c)(3); however, Donor shall have no right of delegation or assignment under this Agreement.

XIV. No Waiver. No failure or delay by either Party in exercising any right, power or remedy shall operate as a waiver of such right, power or remedy.

XV. Compliance with IRC and Amendment. This Agreement is intended to comply with all aspects of the IRC and accompanying regulations concerning donor advised funds. Any provision of this Agreement not in compliance with such law shall be deemed invalid. CF shall be entitled to unilaterally amend this Agreement to comply with the IRC and accompanying regulations, or for any other reason it deems appropriate. Since Donors are bound by those revisions, Donor should review this Agreement each time it makes a Donor contribution to CF’s DAF.

XVI. Governing Law. This Agreement shall be deemed to have been executed and delivered in the State of Florida, and all rights and obligations hereunder, including matters of construction, validity and performance, shall be governed by and construed in accordance with the laws of the State of Florida.

XVII. Arbitration and Confidentiality. (a) In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties shall use their best efforts to settle the dispute, claim, question, or disagreement. (b) 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 satisfactory to both Parties. (c) If they do not reach such solution within a period of thirty (30) days, then, upon notice by either Party to the other, all disputes, claims, questions, or differences shall be finally settled by binding arbitration administered by the American Arbitration Association, in accordance with the provisions of its Commercial Arbitration Rules, in Broward County, Florida. (d) Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction thereof. (e) Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties.

XVIII. Force Majeure. Neither Party shall be liable to the other Party for any delay or failure to perform which results from causes outside its reasonable control.

XIX. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior oral or written communication between the Parties, their affiliates, or agents.

Last Modified: December 3, 2014