DAFpay Provider Addendum

This DAFpay Provider Addendum (“Addendum”) forms a contract between Chariot (referred to as “Chariot”, “we”, “us”, or “our”) and each DAF Provider that has accepted the Nonprofit Terms of Service and enables grant requests initiated by DAF Donors through DAFpay to be submitted to it, whether through an integration with Chariot or through a third-party platform it uses to administer donor-advised funds (your “Participation”, such DAF Provider referred to as “DAF Provider”, “you” or “your”) and is to be incorporated into and considered to be a part of the Nonprofit Terms of Service as it relates to your Participation.

Definitions for any capitalized terms in this Addendum not included herein can be found in the Nonprofit Terms of Service.

1. About DAFpay for DAF Providers 
2. 1. Scope: This Addendum applies only to your use of DAFpay as a DAF Provider; it does not apply to or change the terms governing any other use you make of the Platform, such as Gift Processing or Disbursements. 
   2. Integration Methods: To give every DAF Provider a consistent and secure connection, we maintain the methods through which DAF Donors are authorized to use DAFpay with you and through which grant requests reach you (each, an “Integration Method”), such as an API or dashboard we provide, or an integration with your systems. We may improve, add or retire Integration Methods over time and will use reasonable efforts to let you know in advance of changes that materially affect your integration.
   3.   Authorization: You hereby authorize Chariot, acting on behalf of DAF Donors and in accordance with the Integration Method in use, to exchange information with your systems and, where that Integration Method so provides, to create and submit grant requests within your systems and retrieve their status. DAF Donors authorize us to act on their behalf under the DAFpay Donor Terms of Use.
   4. Data: We use information received from you in accordance with our Privacy Policy, and may create and use data that has been aggregated or de-identified so that it does not identify you or any DAF Donor (“Aggregated Data”) for any lawful purpose. We will not sell information received from you. We have implemented and will maintain reasonable administrative, physical and technical safeguards to protect information received from you.
2. DAF Provider Obligations
3. 1. Grant Request Decisions: You alone are responsible for reviewing, approving and executing each grant request, in accordance with your own policies and applicable law. We verify the tax-exempt status of Nonprofits on the Platform for our own purposes; that verification does not replace your own determination of whether a recipient is eligible to receive a grant. Nothing in this Addendum requires you to approve any particular grant request, and you will handle grant requests received through DAFpay under your regular grant review and disbursement process.
   2. Authority and Consents: You represent and warrant that you have the authority to grant the authorization in Section 1.3 and all rights and consents needed to make available to us the information exchanged through the Integration Method.
3. Disclaimer: DAFpay facilitates grant requests between DAF Donors and DAF Providers. We do not act as your agent or fiduciary. We are not responsible for, and expressly disclaim, (i) the acts and omissions of DAF Donors, including the accuracy of information they provide; (ii) your decisions whether, when and how to act on any grant request, and the accuracy of information you provide; (iii) whether any recipient is eligible to receive a grant; and (iv) the timing, amount or completion of any grant. This Section supplements, and does not limit, Section 6.4 of the Nonprofit Terms of Service. 
4. General Provisions
5. 1. Term and Termination:
   2. 1. Duration: This Addendum applies at the start of your Participation and remains in effect until terminated. Consistent with our rights under the Nonprofit Terms of Service, at any time in our sole discretion, Chariot may terminate or suspend this Addendum (or your use of the Platform) with or without notice and for any or no reason, including if Chariot suspects that you have violated this Addendum and/or any applicable law. Chariot will have no liability to you for any termination or suspension, nor will such action limit any other rights or remedies Chariot may have.
      2. Post-termination: Grant requests submitted to you before termination remain subject to Section 2.1, and we may complete our handling of grant requests initiated before termination. We may retain information received from you as required by law, in accordance with our Privacy Policy, and as Aggregated Data.
      3. Termination: Terminating this Addendum does not automatically terminate the Nonprofit Terms of Service. The Nonprofit Terms of Service must be separately terminated following their specific termination procedures. Sections 1.4, 2.1 (as to grant requests submitted before termination), 3 and 4 shall survive termination or expiration of this Addendum.
   2. Conflict Resolution: The terms and conditions of this Addendum are supplemental to, and not in lieu of, the Nonprofit Terms of Service. In case of conflict, this Addendum prevails over the Nonprofit Terms of Service for matters related to your inclusion in DAFpay as a DAF Provider. To the extent that you and Chariot have entered into a separately signed agreement governing your use of DAFpay, that agreement shall prevail over this Addendum.