Member Terms and Conditions

AWay2Give, an online payment processor, provides organizations with the ability to accept financial contributions, dues or any monetary payments over time based on organizational and user preferences. AWay2Give and its affiliates offer this service to consumers subject to the following Terms and Conditions.

1. AWay2Give does not charge users any membership fees.
2. Unless otherwise specified in the subject Organization’s terms and conditions, installment amounts are derived by equally dividing the total contribution or dues amount over the term of the transaction.

3. Cancellation Policy:

   Non-Profits: AWay2Give does not charge users a cancellation fee for contribution payments. Nevertheless, at point of cancellation for contribution payments, AWay2Give will transfer the remaining deposited balance of the transaction to the selected Organization. Members will not receive a refund on any payments made through AWay2Give but will not be expected to continue payments upon cancellation.
   Membership Organizations: AWay2Give charges users a $25 cancellation fee for dues payments. Members will receive a full refund on the dues payments made up to cancellation minus 1.9% transaction fee and the $25 cancellation fee.
   
4. Payment default is defined as two consecutive payments that are returned from the user's bank. Upon default, AWay2Give will consider the transaction canceled and follow the cancellation procedure.
5. In the event that an organization cannot accept the transacted contribution or dues upon completion, the user will receive a full refund.
6. AWay2Give makes no representation or warranties of any kind, expressed or implied, as to the information, content, materials, membership, or products offered by our network of Organizations.
7. In addition to these Terms and Conditions, contributions and dues may be subject to the sponsored organization’s additional TERMS and CONDITIONS which, for the sake of this process, supersede AWay2Give’s Terms and Conditions when in conflict.
8. AWay2Give does not guarantee that each organization which uses AWay2Give is an exempt organization under the United States Internal Revenue Code. Members are responsible for verifying the tax-exempt status of any organization that they donate to for tax deduction purposes.

Organization Terms & Conditions

1. PAYMENT TERMS. Organization usage of AWay2Give services will be free for the first year. After this “initial term”, AWay2Give shall charge a monthly subscription fee of $10.00 that will apply to all Organizations. This monthly subscription fee is based on a twelve (12) month contract period and will automatically begin at the end of the “initial term” of this Agreement. Further, the twelve (12) month contract will automatically renew unless canceled by the Organization. The monthly subscription fee will be charged to the Organization’s registered bank account and funds will be debited from this account via electronic check by AWay2Give. This monthly fee will be based on a daily pro-rata fee that will be applied appropriately depending on the day of registration.
   AWay2Give charges organizations a flat 1.9% transaction fee to process transactions. Details of this process are covered in section 5 below.

2. CANCELLATION. Organizations who wish to cancel their AWay2Give account must notify the AWay2Give Merchant Relations team via email or phone. Upon cancellation, Organizations must remove the AWay2Give payment option from their business website(s) as well as any other instance where AWay2Give is mentioned as a viable payment option. Organizations who have active dues must deliver services as promised when the AWay2Give transaction was initiated. Additionally, in the event that a member is within the process of completing a donation, AWay2Give will continue to allow said member to complete his or her donation and forward the donation to the Organization. Once outside the “initial term, ORGANIZATIONS UNDERSTAND THAT NO REFUNDS WILL BE MADE ON THE MONTHLY SUBSCRIPTION PAYMENTS PAID, INCLUDING PAYMENT MADE DURING THE MONTH OF A CANCELLATION. ADDITIONALLY, IF ORGANIZATION DECIDES TO TERMINATE THIS AGREEMENT DURING THE SECOND TWELVE (12) MONTH CONTRACT PERIOD, ORGANIZATION REMAINS RESPONSIBLE FOR THE MONTHLY SUBSCRIPTION FEE THROUGH THE SECOND TWELEVE MONTH PERIOD OF THIS AGREMENT.

3. LICENSE. AWay2Give hereby grants to the Organization the use of the patented payment system hereunder. This system is registered with the United States Patent and Trademark Office (“USPTO”). This license is paid-up, non-transferable, royalty-free restricted license. The Organization does not have the right to sublicense.
   Organization use of data or information gathered through the use of the license granted in this Agreement shall be in accordance with the provisions of this Agreement, and posted policies located at www.away2give.com. Organization will use the data only for its internal business purposes. The Organization is not to use such data in violation of such other legislation that may be enacted in the future that AWay2Give determines limits the use of such data by Organization User. If at any time, AWay2Give determines, in its sole and absolute discretion, that Organization is not using the services provided under this Agreement in compliance with any of the foregoing, AWay2Give may terminate this Agreement, immediately without notice, and without waiving any claim for damages.

4. PERFORMANCE. AWay2Give expects a commitment from the Organization to treat our members fairly. Upon receipt of a breach notification you will have 30 days to rectify said breach. If the breach is not satisfied within that 30-day time window, AWay2Give has the right to terminate this AGREEMENT without any further notification.

5. FINANCIAL SECURITY. Consumer monies collected during the donation process are deposited into an escrow account held at our designated financial institution. Upon transaction initiation, the 1.9% transaction fee is assessed and removed from the escrow account. This fee is considered non-refundable and is detailed as such in the AWay2Give Organization Terms and Conditions and is protected by the cancellation policies that organizations have agreed upon. Upon successful completion of a transaction the escrowed funds in their entirety will be electronically transferred to the Organization’s bank account specified and registered by the Organization and verified by AWay2Give. At all times the Organization will have access to reports generated by the AWay2Give system to allow viewing of current donations and total amounts of monies transacted.

6. INTEGRATION. AWay2Give does not charge a fee for integration into our payment process. Any expenses incurred by the Organization to effectively integrate with the AWay2Give software is exclusively the responsibility of the Organization.

7. INTELLECTUAL PROPERTY. The Organization agrees to not resell, reproduce, retransmit, republish, reverse-engineer or otherwise transfer for any purpose the AWay2Give services other than as permitted by this Agreement. The Organization acknowledges that AWay2Give shall retain all rights, title and interests in and to each AWay2Give service and the AWay2Give service database as well as all physical and logical copies thereof. Organization acknowledges that AWay2Give retains all intellectual property rights related to the AWay2Give service and that Organization specifically does not acquire, by virtue of this service relationship, any intellectual property pursuant to this Agreement.

8. PROTECTION OF TRADE SECRETS. Trade Secrets include, but are not limited to: all software programs, hardware configurations, resources, methods, algorithms, logical processes and techniques that the Organization uses under this Agreement for any and all consumer and business profiling, verification, validation and information management, payment processing, computer and web site systems and processes. The Organization agrees to keep confidential and not use or disclose these Trade Secrets to others during the term of this Agreement and at all times thereafter, except as consented to in writing by AWay2Give. If law requires disclosure, the Organization agrees to notify AWay2Give of the subpoenaed request and to forward any legal documentation to AWay2Give promptly. The Organization will be held accountable for the premature release of said Trade Secrets as it is not by the Organization’s discretion that they be released, but by AWay2Give’s solely. The Organization recognizes, acknowledges and agrees that the Trade Secrets are sufficiently proprietary and that AWay2Give derives economic value from them not being known to other parties who can obtain economic value from their disclosure or use. Therefore, the Organization shall have a continuing duty to AWay2Give which shall survive termination of this Agreement, for any reason to: (1) maintain the secrecy of the Trade Secrets and to use such Trade Secrets only within the terms of this Agreement; (2) retain and keep any Trade Secrets that comes into the Organization’s knowledge, possession or control, regardless of whether by proper or improper means, as strictly confidential and shall not disclose such Trade Secrets to any third party; (3) return all Trade Secrets to AWay2Give upon termination of this Agreement; and (4) use at no time the Trade Secrets to directly or indirectly reverse engineer, de-compile or disassemble such Trade Secrets for construction of a similar business, product or service as conducted by AWay2Give or Organization’s own uses, as defined and regulated by the USPTO.
   The provisions of this section shall survive the expiration or sooner termination of the term of this Agreement, and shall be deemed independent and separately enforceable covenants that are enforceable independent of (i) the other covenants, conditions, terms, and other provisions of this Agreement, and (ii) any cause of action or rights or remedies either party may have under this Agreement or otherwise, none of which shall be deemed defenses to the enforcement of this section of the Agreement.
   In the event of a breach or threatened breach by the Organization of any provision of this Agreement, AWay2Give shall have the cumulative right to seek monetary damages for any breach, and equitable relief, including specific performance or injunction against the Organization or against the Organization’s partners, agents, representatives, servants, employers, employees, family members and/or any and all persons acting directly or indirectly by or with the Organization, to prevent or restrain any such breach.
   If a court of competent jurisdiction determines that the terms of this section of the Agreement are overly broad or are otherwise not reasonably necessary to protect the Trade Secrets of AWay2Give, the parties intend that this section shall not thereby be declared null or void or be otherwise determined to be unenforceable, but that such court shall modify and grant the relief reasonably necessary to protect the AWay2Give’s interests so as to render this section valid and enforceable.

9. TERM OF AGREEMENT. The term of this agreement will be an initial twelve (12) month period (“initial term”) commencing on the date executed in the Authorization and Acceptance of Terms herein. This Agreement is for services rendered on an annual basis and shall be in full force and effect commencing on the date executed by the Organization in this Agreement. Further, this Agreement, upon conclusion of the initial term, shall automatically renew for a consecutive twelve month terms unless either party provides written notice of its intent to terminate. Said termination shall go into effect thirty (30) days from receipt of termination by the non-terminating party and shall effectively terminate this Agreement. Termination within the second twelve month term is subject to the terms and conditions of section 2 above.
   Notwithstanding the foregoing, either party may terminate this Agreement automatically, without further notice, if the other party (i) fails to cure any breach of this Agreement (other than as set forth in (ii) below) within 30 days of receiving notice of such breach from the non-breaching party, or (ii) becomes insolvent or unable to pay its debts as they mature in the ordinary course of business, makes an assignment for the benefit of its creditors or if proceedings (whether voluntary or involuntary) are commenced by or against a party under any bankruptcy, insolvency or debtor’s relief law and such proceedings are not vacated or set aside within 60 days from the commencement thereof/
   Upon any termination of this Agreement, each party shall return to the other all Trade Secret and Intellectual Property belonging to such party. The Organization agrees that if it is found to be in violation of any specifications, representations or declarations of this Application and Agreement, AWay2Give has the right to terminate the Organization’s access to the services without notice.

10. Data Protection. AWay2Give recognizes the importance of protecting the information it collects in the delivery of services and products pursuant to this Agreement, and will take all reasonable steps to maintain the security, integrity and privacy of this information. AWay2Give will ensure that any information it collects will be adequate, relevant and not excessive for purposes of this Agreement. Except where necessary in connection with services provided by appropriate intermediaries, who will be required to comply with the confidentiality provisions of this policy, AWay2Give will not disclose any personal or corporate information identifying the Organization or its customers to any third party, unless required by law or to enforce the terms of this Agreement.
    AWay2Give will only disclose to third parties navigational and transactional information in the form of anonymous, aggregate usage statistics (including "hits") and demographics in forms that do not reveal the Organization’s identity or confidential information, except as required by law.
    Links may be provided from the services and the products to other websites. In using such links, the Organization should be aware that each website will vary in terms of its privacy and data protection policies, and AWay2Give does not take responsibility for the privacy policies of, and thereby the usage of, personal information collected by, others.
    Upon termination of this Agreement for any reason, the Organization shall be denied access to AWay2Give services. All transaction activity including historical database records may be eliminated (compressed, discarded) by methods and means at the sole discretion of AWay2Give.

11. DATA SECURITY: Organization agree that Organizations shall not disclose confidential data to any third party and will otherwise protect it in the same manner as it treats its own confidential information, but in no event with less than best efforts, including limiting internal access to those personnel who need access to it to perform their jobs and requiring vendors who need access to perform services for the Organization to adhere to AWay2Give’s policies, as such exists from time to time. The Organization acknowledges that, in accordance with AWay2Give’s policies, the Organization will not provide identifying information regarding any consumer or business that has specifically requested that its information not be shared with third parties for marketing purposes.
    Please note that AWay2Give's privacy and data protection policy is reviewed periodically. Any comments or questions concerning this privacy policy should be sent to support@away2give.com

12. GOVERNING LAW and VENUE. The Terms and Conditions of the Organization’s use of the services shall be governed by and construed in accordance with the laws of the State of Florida, without effect to conflict of law principles. The parties acknowledge that a substantial portion of negotiations and anticipated performance of this Agreement or the AWay2Give services occurred or shall occur in Leon County, Florida, and that, therefore, each of the parties irrevocably and unconditionally (i) agrees that any lawsuit, action, or other legal proceeding arising out of or related to this Agreement or the AWay2Give services may only be brought in the courts of record of the state of Florida in Leon County or the District Court of the United States, sitting in Leon County, Florida; (ii) consents to the jurisdiction of such court in any such lawsuit, action, or proceeding; and (iii) waives any objection that it may have to the laying of venue of any such lawsuit, action, or proceeding in any such court.

13. ASSIGNMENT. The license granted pursuant to this Application and Agreement to the Organization to use the services may not be assigned by the Organization, in whole or in part, without the prior written consent of AWay2Give, which may be withheld at the sole discretion of AWay2Give.

14. WARRANTY EXCLUSION/LIMITATION OF LIABILITY. All services performed by AWay2Give in accordance with this Agreement will be performed in a professional manner, using qualified personnel; provided, however, AWay2Give does not guarantee or warrant the correctness or completeness of the AWay2Give services or the AWay2Give database. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES SET FORTH HEREIN, AWay2Give MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING ORGANIZATIONABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. AWay2Give DOES NOT REPRESENT OR WARRANT THAT ITS SERVICES WILL BE UNINTERRUPTED, OR ERROR-FREE. AWay2Give EXPRESSLY DISCLAIMS ALL WARRANTIES.

15. LIMITATION OF LIABILITY/INDEMNITY. IN NO EVENT WILL ANY PARTY, INCLUDING BUT NOT LIMITED TO A WAY2GIVE OR ANY DATA PROVIDER BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES), LOST OR CORRUPTED DATA OR OTHER LIABILITY ARISING OUT OF OR IN ANY MANNER IN CONNECTION WITH THIS AGREEMENT, THE PERFORMANCE OR BREACH HEREOF, THE SUBJECT MATTER OF THIS AGREEMENT, OR ORGANIZATION’S USE OF, OR INABILITY TO USE, THE A WAY2GIVE SERVICES, ANY INFORMATION OR DATA PRODUCED BY THE A WAY2GIVE SERVICES OR ANY OTHER INFORMATION, DATA OR MATERIALS PROVIDED TO ORGANIZATION HEREUNDER, REGARDLESS OF THE FORM OF ACTION (INCLUDING STRICT LIABILITY OR NEGLIGENCE), WHETHER OR NOT THEY HAVE BEEN ADVISED, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY, OF SUCH DAMAGES. ORGANIZATION AGREES THAT A WAY2GIVE’S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES ARISING OUT OF ANY ACT OR OMISSION OF A WAY2GIVE IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED UNDER THIS AGREEMENT OVER ANY NUMBER OF TRANSACTIONS SHALL NEVER EXCEED ONE HUNDRED DOLLARS ($100).

16. SURVIVAL OF AGREEMENT. Provisions hereof related to release of claims, indemnification, use of information and data, payment to AWay2Give for AWay2Give services, and disclaimer of warranties shall survive any termination of this Agreement by AWay2Give. Any termination of this Agreement by AWay2Give shall not terminate any claim for damages by AWay2Give.

17. AUDIT. AWay2Give shall have the right to audit, directly and through its independent auditors, Organization’s use of the AWay2Give services to ensure compliance with the license granted herein. Such audits may be conducted during normal business hours upon seventy-two (72) hours of written notice of intent to audit by AWay2Give. Except as required by law, AWay2Give agrees to maintain the confidentiality of all of Organization’s procedures and processes disclosed during the audit. If an audit reveals a violation of the terms of this Agreement, AWay2Give may promptly notify the Organization in writing of any problems discovered and allow the Organization forty-eight (48) hours to cure the problem. If the Organization does not cure the problem, then AWay2Give, among other remedies, may terminate this Agreement.

18. ATTORNEYS FEES. The prevailing party in any action, claim or lawsuit brought pursuant to this Agreement is entitled to payment of all attorney fees and costs expended by such prevailing party in association with such action, claim or lawsuit.

19. ORGANIZATION CHANGE. Organization shall notify AWay2Give immediately of any changes to the information on Organization's Application for AWay2Give services, such changes in information to include changes in the Organization Applicant Information Contact (Part 1). AWay2Give reserves the right to terminate Organization's or its successor’s access to the AWay2Give services without further notice upon receipt of any change in Organization’s status which in AWay2Give’s sole discretion would cause Organization to be unable to comply with its obligations under this AWay2Give Organization User Application and AGREEMENT.

20. RELATIONSHIP OF PARTIES. Organization shall at no time represent that it is the authorized agent or representative of AWay2Give.

21. MODIFICATION. The Agreement may not be modified orally or in any other manner other than by an agreement in writing signed by the party against whom enforcement is sought. The writing must be signed by a person with actual authority to bind such party; apparent agency shall not be recognized or assumed.

22. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall be deemed to constitute one agreement.

23. TYPEWRITTEN OR HANDWRITTEN PROVISIONS. Typewritten or handwritten provisions that are inserted in this Agreement or attached to this Agreement as addenda or riders shall not control over all printed or pre-typed provisions with which they may conflict or otherwise apply unless initialed or signed by both parties.

24. SEVERABILITY. The unenforceability or invalidity of any one or more provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement.

25. ENTIRE AGREEMENT. THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND IT SUPERCEDES ALL PRIOR ORAL AND WRITTEN PROPOSALS AND COMMUNICATIONS PERTAINING TO THE SUBJECT MATTER HEREOF. WAIVER OF JURY TRIAL: THE PARTIES MUTUALLY AGREE THAT THEY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN THE EVENT OF ANY DISPUTE OR COURT ACTION ARISING FROM, GROWING OUT OF, OR RELATED TO THIS AGREEMENT OR THE SERVICES. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A SIGNIFICANT CONSIDERATION TO, AND A MATERIAL INDUCEMENT FOR, A WAY2GIVE TO ENTER INTO THIS AGREEMENT.