EarthShare Donor-Advised Fund Giving Platform

Please read these Terms of Use (“Terms”) carefully. These Terms constitute a legally binding agreement between EarthShare, Inc. (“EarthShare,” “we,” “us,” or “our”) and the individual, donor-advised fund advisor, account holder, employee participant, or other authorized user (“you” or “your”) accessing or using EarthShare’s donor-advised fund program, philanthropic administration services, websites, software tools, and related administrative services made available in connection with EarthShare donor-advised fund accounts and related charitable programs (collectively, the “Services”).

Certain employer-sponsored workplace giving programs, corporate charitable programs, enterprise administrative services, or related organizational offerings made available through the Services may also be subject to separate Workplace Giving Terms, subscription agreements, employer program terms, or other supplemental agreements provided by EarthShare. In the event of a conflict between these Terms and any applicable Workplace Giving Terms or separate written agreement, the applicable supplemental terms or written agreement will be controlled solely with respect to the applicable program or service.

EarthShare is a tax-exempt public charity and donor-advised fund sponsoring organization recognized under Section 501(c)(3) of the Internal Revenue Code. EarthShare administers donor-advised funds and related charitable giving programs in accordance with applicable charitable, fiduciary, and regulatory requirements. Any online platform, website functionality, software interface, account tools, or nonprofit information provided through the Services are administrative tools used in connection with EarthShare’s donor-advised fund accounts and related charitable programs.

EarthShare’s online giving platform, website functionality, account interface, and related tools are administrative tools made available only to individuals who establish an EarthShare donor-advised fund account or to employees and other authorized participants who establish an EarthShare donor-advised fund account through an employer-sponsored or EarthShare-approved charitable giving program. Access to or use of the platform is provided solely to support the establishment, administration, funding, recordkeeping, and grant recommendation functions of an EarthShare donor-advised fund account.

EarthShare is not a public crowdfunding platform, public donation marketplace, charitable solicitation platform, commercial fundraiser, professional fundraiser, or fundraising marketplace, and does not operate charitable fundraising campaigns on behalf of nonprofit organizations. EarthShare maintains a gated, authenticated environment designed to support donor-advised fund administration, grant recommendation workflows, employer-sponsored philanthropy programs, and related philanthropic services. Information regarding nonprofit organizations made available through the Services is provided solely for informational, research, diligence, and grant recommendation purposes.

Access to or use of the Services does not create a separate fundraising, agency, solicitation, commercial co-venture, professional fundraising, or marketplace relationship between EarthShare and any nonprofit organization listed, researched, or recommended through the Services.

BY ACCESSING OR USING THE SERVICES, ESTABLISHING AN ACCOUNT, CLICKING “I ACCEPT,” COMPLETING A REGISTRATION PROCESS, MAKING A CONTRIBUTION, OR SUBMITTING A GRANT RECOMMENDATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

Informational Nature of Nonprofit Listings

Nonprofit organizations listed within the Services are included solely for informational, diligence, and grant recommendation purposes. EarthShare does not represent and expressly denies that any listed organization is actively soliciting donations through EarthShare, has authorized fundraising activity through EarthShare, or has entered into any agency, sponsorship, fundraising, commercial co-venture, marketplace, or solicitation relationship with EarthShare unless expressly stated otherwise in a separate written agreement executed by EarthShare.

Nonprofit information made available through the Services may be obtained from publicly available sources, government databases, third-party data providers, nonprofit-provided information, or other sources. EarthShare does not guarantee the accuracy, completeness, timeliness, or continued eligibility of any nonprofit listing or related information. Inclusion of a nonprofit organization in the Services does not constitute endorsement, approval, certification, sponsorship, agency, solicitation authorization, or a guarantee that a grant recommendation to such organization will be approved.

1. Your Right to Use the EarthShare Platform and EarthShare Content

Subject to your compliance with these Terms and any applicable registration, subscription, account, employer-sponsored program, or donor-advised fund requirements, EarthShare grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Services solely for lawful charitable, philanthropic, workplace giving, donor-advised fund administration, research, diligence, grant recommendation, or related internal business or personal purposes authorized by EarthShare.

All software tools, interfaces, databases, nonprofit information, and related content made available by EarthShare are provided solely in connection with EarthShare’s charitable and philanthropic administration services.

2. Use Restrictions

You will not reproduce, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, scrape, harvest, or otherwise exploit the Services or content made available through the Services, except as permitted in these Terms or expressly authorized by EarthShare in writing. Further, you will not interfere or attempt to interfere with the proper working of the Services.

You may not use the Services to conduct unauthorized fundraising, solicit donations on behalf of any nonprofit organization, represent that you are acting as an agent of EarthShare or any nonprofit organization, or imply that any nonprofit organization has authorized fundraising through EarthShare unless expressly authorized by EarthShare in writing.

3. Registration

You must register and establish, access, or be authorized to use an EarthShare donor-advised fund account in order to access or use the Services. Access to certain Services, account features, employer-sponsored charitable giving programs, or administrative tools may depend on the type of donor-advised fund account, employer relationship, corporate partner arrangement, subscription arrangement, or program participation applicable to you.

If you access the Services through an employer-sponsored workplace giving program, additional Workplace Giving Terms, employer program terms, or supplemental agreements may apply to your participation and use of certain Services or features.

4. Your Account

In connection with your use of the Services, you will be required to establish a user account (“Account”). In order to establish an Account, you may need to provide certain personal information about yourself, including your first and last names. All information provided during Account registration by you must be true and accurate. Collection and use of your personal information is subject to our Privacy Policy.

You are solely and exclusively responsible for, and EarthShare expressly disclaims any and all responsibility for the security and confidentiality of your Account and password, including any employee user accounts, administrator accounts, or authorized user accounts associated with you or your organization. Further, you are entirely responsible for any and all activities that occur under your Account, including where your username, password, or other access information or codes are used by someone else, with or without your awareness or consent.

You agree to immediately notify us of any unauthorized use of your Account or any other breach of security of which you become aware or suspect. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services.

5. Supplemental Terms for Certain EarthShare Programs

Your use of, and participation in, certain programs may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be listed in these Terms or will be presented to you for your acceptance when you sign up to use or participate in the applicable programs. If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to the applicable EarthShare program to the extent of the inconsistency. All Supplemental Terms are part of and incorporated into these Terms.

6. EarthShare Platform as an Intermediary; Distributions to Charitable Organizations

EarthShare administers donor-advised funds and related charitable programs as a sponsoring organization described under Section 4966 of the Internal Revenue Code and applicable Treasury guidance.

All contributions made to EarthShare donor-advised funds are completed charitable contributions to EarthShare and become the exclusive legal property of EarthShare, subject to EarthShare’s exclusive legal control and authority.

Donor-advised fund account holders and advisors may make non-binding recommendations regarding grants, investment allocations, and other charitable activities. All such recommendations are advisory only and remain subject to EarthShare’s independent review and approval authority.

Grant Recommendations Are Advisory Only

All grant recommendations submitted through the Services are non-binding advisory recommendations only. EarthShare retains exclusive legal authority and control over all donor-advised fund assets and all grantmaking decisions. Submission of a recommendation does not guarantee approval, distribution, timing, or continued eligibility of any proposed recipient organization.

EarthShare may approve, deny, defer, request additional information regarding, or place conditions on any recommendation as reasonably necessary to comply with applicable law, regulatory guidance, fiduciary obligations, internal policies, risk management considerations, or material compliance concerns.

EarthShare’s donor-advised fund program is designed to honor donor intent while ensuring that all grants comply with applicable charitable, legal, fiduciary, and regulatory requirements and are consistent with EarthShare’s mission, tax exempt status, and purposes. EarthShare will not unreasonably reject recommendations.

As a general policy, EarthShare relies on the IRS’s determination of whether an organization qualifies as a federal tax-exempt charitable organization. If an organization is a valid 501(c)(3) public charity, remains in good standing with the IRS, and is not subject to sanctions, legal prohibitions, loss of charitable eligibility, recognized hate-watch, violence, extremism, similar risk-screening concerns, or other factors that would prevent or raise material concerns regarding a lawful charitable grant, EarthShare will generally approve donor recommendations to that organization.

All donor recommendations remain subject to EarthShare’s grant review process, including charitable status verification, IRS donor-advised fund compliance, private benefit review, and applicable sanctions, fraud, terrorism financing, hate-watch, violence, extremism, and other customary due diligence, financial, and legal risk screening.

EarthShare may conduct compliance, anti-fraud, anti-money laundering, sanctions, anti-terrorism financing, identity verification, and related diligence reviews in connection with contributions, grants, accounts, transactions, or use of the Services. EarthShare reserves the right to delay, restrict, suspend, reject, reverse, freeze, or investigate activity where reasonably necessary to comply with applicable law, regulatory obligations, fiduciary duties, internal risk management policies, or compliance requirements.

EarthShare may utilize third-party banking, brokerage, custodial, payment processing, compliance, identity verification, and administrative service providers in connection with the operation of the Services.

7. EarthShare Donor-Advised Funds

EarthShare, Inc., a tax-exempt public charity, is a sponsoring organization that oversees and administers a tax-advantaged charitable giving vehicle known as a donor-advised fund (“DAF”).

When a user enrolls in an EarthShare DAF account, a new personal or charitable giving fund may be created through which the account holder or authorized advisor may provide recommendations regarding charitable grantmaking and related activity. All accounts are separately maintained and accounted for by EarthShare.

Contributions to a fund are unconditional and irrevocable charitable donations to EarthShare, Inc., a recognized tax-exempt public charity under Section 501(c)(3) of the Internal Revenue Code, EIN 52-1601960. While such contributions may generally qualify for a tax deduction in the calendar year they are made, EarthShare does not provide donors with tax or legal advice, and individuals and entities should consult their financial advisor, tax advisor, or legal counsel to determine the specific eligibility and applicability of their contributions for tax deduction purposes and any other legal questions they may have.

EarthShare DAF account holders act as advisors to their fund, providing non-binding recommendations regarding distribution decisions and other charitable activities. However, EarthShare maintains ultimate authority and control over the fund’s assets.

When an EarthShare donor-advised fund account holder wishes to recommend a grant to a charitable organization, the account holder may submit a grant recommendation, suggesting an eligible public charity, subject to EarthShare’s grant review policies, applicable law, and these Terms. After EarthShare reviews and approves the recommendation in accordance with applicable law, fiduciary obligations, internal policies, and these Terms, the grant amount is distributed from the donor-advised fund account to the approved charitable recipient. Grants may be attributed to the donor, the fund, or made anonymously, subject to the donor’s selected recognition preferences and EarthShare’s policies.

EarthShare DAF account holders must provide certain personal and financial information to ensure the security of their account and the EarthShare community. This includes, but is not limited to, the account holder’s name, city of residence, and email address. If setting up a new fund, an EarthShare DAF account holder may choose to link a bank account, debit card, credit card, or other approved funding method to fund the account. Depending on the size, nature, or method of a transaction, additional information may be required for authorization, verification, compliance, or risk management purposes.

When an EarthShare DAF account holder contributes to their EarthShare DAF account, contributions under $25,000 are subject to a one-time 2% mission support fee that supports EarthShare’s charitable mission and programs, empowering individuals to act for a healthier planet. Contributions or account balances above $25,000 are subject to fee schedules as described in the Donor-Advised Fund Fees section of these Terms and any applicable account documentation, written agreement, or fee schedule, which may be amended by EarthShare from time to time and which shall apply prospectively once amended.

EarthShare DAF account holders whose companies maintain workplace giving, sponsorship, subscription, or other charitable program relationships with EarthShare may also receive employer-supported, employer-funded, matching, incentive, reward, or corporate-funded contributions to their accounts, subject to applicable program terms, tax treatment, and EarthShare policies.

EarthShare DAF account holders agree to provide accurate and complete personal information and promptly update EarthShare if any changes occur. EarthShare reserves the right to verify the information provided.

Account Inactivity

If no grants are made from your fund for 12 consecutive months, EarthShare may consider your fund inactive. EarthShare will make reasonable efforts to reach you using the contact details you have provided.

If your fund has less than a $25 balance, EarthShare may donate your remaining balance to a charity of your choice, if one has been designated and remains eligible, or to EarthShare’s general charitable fund, and may close your account.

If your fund has more than a $25 balance, EarthShare may donate $25 from your fund to a charity of EarthShare’s choice or to EarthShare’s general charitable fund and maintain your account for an additional 12 months.

If your fund equals or exceeds $25 and becomes inactive, EarthShare will make reasonable efforts to reach you using the contact details you have provided.

Extended Inactivity

If your fund remains inactive for another 12 months, totaling 24 months of inactivity, EarthShare may take the following steps:

Implement your Legacy Plan, if you have established one and the designated successor advisor or charitable beneficiary is eligible and available.
If you do not have a Legacy Plan, or if your Legacy Plan cannot be implemented, EarthShare may donate the remaining assets to a charity of EarthShare’s choice or to EarthShare’s general charitable fund and then close the fund.
EarthShare may choose to extend the period of inactivity, at its sole discretion, for such period of time as it deems prudent. EarthShare’s decision not to distribute funds after 24 months of inactivity shall not constitute forfeiture of EarthShare’s ability to do so at any time thereafter. Donor shall not be able to revive a fund after 24 months of inactivity without EarthShare’s express written permission, nor may donor contest any distribution made pursuant to this section. Contributions to a fund received after 24 months of activity shall be considered as creating a new account, subject to the EarthShare policies and procedures then in effect, unless otherwise expressly agreed to by EarthShare in writing.

Keep Your Contact Information Updated

You are responsible for ensuring that your contact information is current and that you can receive emails and other communications from EarthShare.

Legacy Plan

When establishing a donor-advised fund with EarthShare, it is important to plan for the future management of your fund. You may appoint one or more successor advisors, individuals, or entities to advise the fund after your lifetime or if you become physically or mentally unable to manage your fund. EarthShare does not act as a trustee or executor. A death certificate or legal proof of incapacity may be required to transfer advisory privileges. It is your responsibility to ensure EarthShare has current contact information for your chosen successors. Failure to provide adequate documentation or legal proof to enable EarthShare to determine, in its reasonable discretion, that a transfer of advisory privileges is appropriate, may result in the fund being deemed inactive.

If a successor advisor is ineligible, unreachable, unwilling, or unable to manage the fund, any remaining balance may be transferred to your listed Legacy Plan charitable beneficiary, if eligible, and if none exists or if the beneficiary is ineligible, to EarthShare’s general charitable fund.

To help ensure your charitable goals are honored, it is advisable to discuss your plans with your successor advisor and document your intentions clearly. This proactive approach helps maintain the continuity of your philanthropic efforts and supports the causes you care about most.

Choosing a Charitable Beneficiary or Beneficiaries

A charitable beneficiary is a nonprofit organization you have selected to receive distributions from your DAF upon your death, incapacity, extended inactivity, or other triggering event described in these Terms or your account documentation.

The organization or organizations must be valid 501(c)(3) public charities recognized by the IRS and must satisfy EarthShare’s grant eligibility, compliance, and risk review requirements at the time of distribution.

EarthShare’s Role

Upon your passing, incapacity, extended account inactivity of 24 months or more, or other applicable triggering event, EarthShare will review your chosen beneficiary to ensure it meets applicable eligibility, compliance, and risk review criteria.

Once approved, EarthShare will distribute the remaining funds in your DAF to the designated beneficiary or beneficiaries, subject to EarthShare’s ultimate authority and control.

Your Responsibilities

It is important to provide EarthShare with accurate and current contact details for your chosen successor advisors and charitable beneficiaries.

You are responsible for ensuring, to the best of your knowledge, that the nonprofit organization you designate is currently operating and in good standing with the IRS.

If Issues Arise

If EarthShare cannot contact an organization, if the organization is no longer active or eligible, or if the organization does not satisfy EarthShare’s grant eligibility, compliance standards, legal and fiduciary obligations, or risk review requirements, the remaining funds may be transferred to EarthShare’s general charitable fund or to another eligible charitable organization selected by EarthShare.

By keeping this information up to date, you can help ensure your charitable intentions are honored effectively.

8. EarthShare Program Fees

Individual User Fees

EarthShare assesses administrative and mission support fees in connection with donor-advised fund contributions and account administration.

For donor-advised fund accounts with balances under $25,000, EarthShare assesses a one-time 2% mission support fee on contributions.

A tiered administrative fee schedule applies to donor-advised fund accounts with contributions or account balances greater than or equal to $25,000 in a calendar year. The resulting annual administrative fee is calculated based on the account’s average balance.

EarthShare may assess administrative or mission support fees in accordance with the following schedule, unless otherwise provided in a separate written agreement, account documentation, or approved fee arrangement:

$25,000 – $9,999,999: 0.20%
$10,000,000 – $19,999,999: 0.15%
$20,000,000 – $34,999,999: 0.12%
$35,000,000 – $49,999,999: 0.10%
$50,000,000 – $74,999,999: 0.08%
$75,000,000 – $99,999,999: 0.07%
Greater than $100,000,000: 0.05%

Unless otherwise stated in writing, percentage-based fees may be assessed based on contributions, account balances, assets under administration, or other account activity as described in applicable account documentation, written agreements, or fee schedules.

EarthShare reserves the right to modify fee schedules prospectively upon notice to account holders, subject to applicable law and any separate written agreement.

Employer-Sponsored Programs and Workplace Giving Arrangements

Certain employer-sponsored workplace giving programs, enterprise charitable services, organizational administrative programs, or related offerings may be subject to separate Workplace Giving Terms, subscription agreements, pricing schedules, statements of work, or other written agreements between EarthShare and the applicable organization.

Fees, billing arrangements, payment obligations, subscription terms, administrative services, employer-supported contribution structures, and related program terms applicable to such programs will be governed by the applicable Workplace Giving Terms or separate written agreement.

Third-Party Payment Vendors

EarthShare uses various third-party payment services to handle and process payments. Your use of those payment services may be subject to the terms of service imposed by the applicable service providers, and you may be responsible for any fees imposed by those service providers for their services. If you are unable to determine or locate the applicable terms based on information provided to you at the time of payment, please contact us at giving@earthshare.org for further information.

Taxes

Except as otherwise expressly specified in an applicable Order, agreement, or fee schedule, fees and other charges described in the applicable Order do not include federal, state, or local sales, foreign withholding, use, property, excise, service, or similar taxes, including any sales or value added taxes (“Taxes”) now or hereafter levied, all of which are your responsibility.

9. No Agency Relationship

Nothing in these Terms creates any agency, partnership, fiduciary, joint venture, employment, volunteer, representative, commercial fundraiser, fundraising counsel, professional fundraiser, professional solicitor, commercial co-venture, marketplace, or similar relationship between EarthShare and any donor, donor-advised fund advisor, nonprofit organization, employer participant, Corporate Partner, or third party.

EarthShare does not act as an agent, commercial fundraiser, professional solicitor, fundraising representative, marketplace operator, or fiduciary for nonprofit organizations, donors, or third parties unless expressly stated in a separate written agreement executed by EarthShare.

No nonprofit organization listed, researched, recommended, or referenced through the Services is deemed to have authorized EarthShare to solicit funds on its behalf solely by virtue of appearing in the Services.

10. Your Conduct

You will not use the Services or content made available through the Services for any unlawful or unauthorized purpose or in violation of these Terms. You will comply with all applicable laws, rules, and regulations in your use of the Services and content made available through the Services.

Abusive communications of any kind, including threats of abuse or retribution, profanity, and defamatory, discriminatory, harassing, or threatening conduct, are strictly prohibited and may result in immediate termination or suspension of access to the Services.

By using or accessing the Services, you represent, warrant, and agree that you will not do anything that is illegal, infringing, fraudulent, malicious, or could expose EarthShare or users of the Services to harm or liability, including, without limitation, through transmission of harmful code or offensive content, or access to or transmission of proprietary information, and you will not attempt, encourage, or facilitate any of the foregoing.

If you access the Services through an employer-sponsored charitable giving program or other organizational arrangement, you acknowledge that certain features, funding arrangements, or administrative tools associated with such program may be subject to additional Workplace Giving Terms, organizational policies, or supplemental agreements applicable to the sponsoring organization or program.

11. Grant Recommendation Certifications and Representations

By submitting a grant recommendation through the Services, you represent, warrant, acknowledge, and agree that:

The recommended grant will directly and fully support charitable purposes and activities.
The recommended grant will not be used to pay for attendance at a charitable event, including without limitation any gala, luncheon, golf outing, auction, dinner, or other event that provides goods, services, admission, or other benefits to any individual.
The recommended grant will not be used to purchase goods or services or provide any impermissible private benefit, including without limitation auction items, memberships, dues, tuition, tickets, sponsorship benefits, bifurcated payments, or other benefits to you or any specific individual.
The recommended grant will not be used to support or intervene in any political campaign on behalf of or in opposition to any candidate for public office and will not be used for lobbying activities prohibited under applicable donor-advised fund rules or applicable law.
The recommended grant will not be made to or for the benefit of a private non-operating foundation unless expressly approved by EarthShare in writing.
You understand that you received any applicable charitable tax deduction at the time assets were contributed to the donor-advised fund, and neither you nor any other person will claim an additional charitable deduction in connection with any grant recommendation or distribution.
You understand and acknowledge that you are submitting a non-binding recommendation and not a direction to EarthShare, and that EarthShare retains exclusive legal control and authority over all donor-advised fund assets and all grantmaking decisions.
To the best of your knowledge, all information submitted in connection with the recommendation is accurate and complete, and you agree to promptly notify EarthShare in writing of any material changes.
If you select any recognition or acknowledgment option other than complete anonymity, you authorize EarthShare to share with the recommended grantee your name, address, donor-advised fund name, and/or related identifying information consistent with your selected recognition preferences.

12. Reservation of Rights; Ownership and Intellectual Property

EarthShare, its affiliates, licensors, or suppliers own the title, copyright, and other intellectual property rights in the Services and content made available through the Services, and reserve all rights not expressly granted to you in these Terms.

The Services and content made available through the Services are protected by copyright, trademark, and other intellectual property laws and treaties. All trademarks, service marks, logos, trade names, and any other proprietary designations of EarthShare used in the Services or content made available through the Services are trademarks or registered trademarks of EarthShare or our suppliers.

You may not use any of our trademarks, logos, or trade dress in connection with any product or service that is not owned or provided by us, in a manner that is likely to cause confusion, or in any manner that disparages us or our suppliers.

13. Employer-Sponsored Programs and Supplemental Agreements

Certain employer-sponsored workplace giving programs, enterprise services, organizational arrangements, or related offerings made available through the Services may be governed by separate Workplace Giving Terms, subscription agreements, or other written agreements between EarthShare and the applicable organization.

To the extent applicable, such supplemental agreements may govern program eligibility, administrative services, billing arrangements, payment obligations, subscription terms, organizational access rights, termination rights, and related operational matters specific to the applicable program or organization.

14. Support

Unless otherwise specified in an applicable Order, any support services for the Services will be provided at EarthShare’s sole discretion, and EarthShare may elect not to provide support services for the Services without any liability to you.

If you have any general inquiries about the Services or content made available through the Services, you should address them to us via the Contact Information section set forth below.

15. Modifications to the Services

EarthShare reserves the right to discontinue your access to any program, content made available through the Services, or feature provided or made available to you through the Services without notice or liability.

EarthShare reserves the right to change, remove, delete, restrict, block access to, stop providing, or stop supporting all or any part of the Services or content made available through the Services without notice or liability.

16. Links to Third Parties

If the Services or content made available through the Services make available any links to third-party websites, such links are provided for convenience only. EarthShare does not review or control these third-party websites and is not responsible for any third-party website or the content of those sites. EarthShare will not be liable for damages associated with links to third-party websites.

17. User Feedback

By submitting any ideas, feedback, or proposals (“Feedback”) to EarthShare through the Services or other means, you acknowledge and agree that:

(a) your Feedback does not contain confidential or proprietary information of you or any third party;
(b) EarthShare is not under any obligation of confidentiality with respect to the Feedback;
(c) EarthShare may freely use, reproduce, distribute, and otherwise exploit the Feedback for any purpose; and
(d) you are not entitled to any compensation of any kind from EarthShare.

18. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME ALL RISKS ARISING OUT OF YOUR USE OF THE SERVICES AND CONTENT MADE AVAILABLE THROUGH THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, CONTENT MADE AVAILABLE THROUGH THE SERVICES, AND SUPPORT SERVICES, IF ANY, ARE PROVIDED AS IS, AS AVAILABLE, AND WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EARTHSHARE MAKES NO ASSURANCE, WARRANTY, CONDITION, OR DUTY OF OR REGARDING: FUNCTIONALITY; PRIVACY; SECURITY; ACCURACY; AVAILABILITY; REPAIRS; LACK OF NEGLIGENCE; INTERRUPTIONS; VIRUSES OR OTHER HARMFUL CODE, COMPONENTS, OR TRANSMISSIONS; OR THE NATURE OR CONSEQUENCES OF AVAILABLE CONTENT.

THE CONTENT OR ANY OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICES DOES NOT CONSTITUTE LEGAL, TAX, FINANCIAL, INVESTMENT, ACCOUNTING, CHARITABLE, OR OTHER PROFESSIONAL ADVICE OF ANY KIND AND SHOULD NOT BE RELIED UPON AS SUCH.

EARTHSHARE IS NOT LIABLE FOR ANY OMISSIONS OR ERRORS OF THE SERVICES OR CONTENT MADE AVAILABLE THROUGH THE SERVICES. EARTHSHARE, ITS AFFILIATES, LICENSORS, AND SUPPLIERS MAKE NO WARRANTY AND HEREBY DISCLAIM ANY IMPLIED, STATUTORY, OR OTHER WARRANTY, INCLUDING ANY WARRANTY OF TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.

THE ENTIRE RISK, IN CONNECTION WITH THE SERVICES AND CONTENT MADE AVAILABLE THROUGH THE SERVICES, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS AS SPECIFIED HERE, AND TO THE EXTENT PROHIBITED BY LAW, SUCH EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

19. Exclusion of Certain Damages

IN NO EVENT WILL EARTHSHARE, OUR AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR THEIR SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, STATUTE, OR OTHERWISE, FOR:
(I) ANY PUNITIVE, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES;
(II) LOST PROFITS OR REVENUES; OR
(III) DAMAGES RESULTING FROM LOST OR CORRUPTED DATA OR BUSINESS INTERRUPTION,
REGARDLESS OF WHETHER OR NOT EARTHSHARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY AS SPECIFIED IN THIS SECTION, AND TO THE EXTENT PROHIBITED BY LAW, SUCH EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

20. Limitation of Liability and Exclusive Remedy

IN NO EVENT WILL EARTHSHARE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY, EXCEED THE GREATER OF:
(I) FIVE DOLLARS; OR
(II) THE FEES PAID BY YOU TO EARTHSHARE DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THIS IS YOUR EXCLUSIVE REMEDY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY AS SPECIFIED IN THIS SECTION, AND TO THE EXTENT PROHIBITED BY LAW, SUCH EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

21. Indemnification

You agree to release, discharge, defend, indemnify, and hold harmless EarthShare and its parents, subsidiaries, officers, directors, employees, agents, assigns, licensors, and suppliers from and against any costs, expenses, or damages of any kind, including without limitation legal and accounting fees, related to or arising out of a claim or demand by a third party based on:

(a) your access to or use in any way of the Services or content made available through the Services;
(b) your breach of these Terms;
(c) your failure to comply with applicable law; or
(d) your violations of any rights of another.

EarthShare will provide you with prompt notice of any such claim, suit, or proceeding and reasonably cooperate with you, at your expense, in your defense of any such claim, suit, or proceeding.

22. Users Outside the United States

EarthShare makes no representation that the Services or content made available through the Services are appropriate or available for use in locations outside the United States. Those who choose to access the Services from locations outside the United States do so at their own volition and are responsible for compliance with applicable local laws.

You may not use or export the content made available through the Services in violation of United States export laws and regulations.

23. Changes to the Terms

These Terms may be revised or updated from time to time in EarthShare’s sole discretion. All changes are effective immediately when posted on or through the Services and apply to all access to and use of the Services and content made available through the Services thereafter.

Your continued use of the Services or content made available through the Services following the posting of revised Terms constitutes your acceptance of the changes. You are advised to check the Terms from time to time for any updates or changes that may impact you. If you do not agree with the revised Terms, you should discontinue your use of the Services and content made available through the Services.

24. General

a) Entire Agreement | These Terms and other terms incorporated by reference constitute the entire agreement between you and EarthShare, superseding any prior agreement, whether oral or written, regarding the subject matter of these Terms.

b) Severability | If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full effect.

c) Waiver | The failure of EarthShare to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

d) Assignment | You will not assign or transfer these Terms, by operation of law or otherwise, without EarthShare’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect.

EarthShare may assign or transfer these Terms at its sole discretion and without restriction or notice to you. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

25. Notices

EarthShare may deliver notice to you under these Terms by means of electronic mail, a general notice on or through the Services, or by written communication delivered by first-class U.S. mail.

You may give notice to EarthShare at any time by letter delivered by first-class postage prepaid U.S. mail or overnight courier to the following address:

EarthShare
1717 K Street NW, Suite 900
Washington, DC 20006

26. Copyright Infringement, Notices, and Takedown Procedures

EarthShare respects the intellectual property rights of others and expects users to do the same. It is EarthShare’s policy, at its discretion and when appropriate, to remove infringing materials or terminate the accounts of users who may infringe or repeatedly infringe the copyright of third parties.

If you believe, in good faith, that any materials on the Services infringe upon your copyright, please notify EarthShare at info@earthshare.org.

To submit a copyright infringement notification to EarthShare, please submit a notification pursuant to the Digital Millennium Copyright Act by providing EarthShare’s DMCA Designated Agent with the following information in writing:

a) A physical or electronic signature of a person authorized to act on behalf of the owner of the material;
b) Identification of the copyrighted work claimed to have been infringed;
c) Identification of the material that is claimed to be infringing, including information reasonably sufficient to permit EarthShare to locate it on the Services;
d) Your name and the mailing address, telephone number, and email address where EarthShare can contact you;
e) A statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and
f) A statement that the information in your notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notwithstanding the foregoing, EarthShare does not guarantee any action based upon receipt of your notice. You acknowledge that if you fail to comply with all of the requirements above, your DMCA notice may not be valid.

27. Third-Party Services

The Services may include features that interoperate with, integrate with, or link to third-party services. Your use of such third-party services is subject to those third parties’ terms and conditions. EarthShare is not responsible for any aspect of such third-party services, including their content, functionality, security, privacy practices, availability, or performance.

28. Privacy & Data Management

Please see EarthShare’s Privacy & Data Management policy for information regarding the collection, use, storage, and handling of personal information and related data.

29. Contact Information

If you have any questions about these Terms, or want to contact EarthShare for any reason, please direct all correspondence to: giving@earthshare.org

30. Governing Law; Jurisdiction and Venue

These Terms and the relationship between you and EarthShare will be governed and construed by the laws of the District of Columbia without regard to conflict of law provisions.

You hereby consent and submit to the personal and exclusive jurisdiction of the state and federal courts located in the District of Columbia in any action or dispute related to these Terms.

31. Force Majeure

EarthShare will not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, acts of government, natural disasters, pandemics, labor disputes, internet failures, telecommunications failures, cyberattacks, power outages, or other events beyond EarthShare’s reasonable control. Performance will resume as soon as reasonably practicable.

32. Mobile App and Third-Party Service Disclaimers

The Services may include mobile application features, browser-based functionality, or features that interoperate with or link to third-party services. Your use of those services is subject to the terms of the third-party provider. EarthShare is not responsible for third-party services or content.

33. User Content and Publicity Rights

By submitting testimonials, feedback, logos, quotes, stories, images, videos, or other content intended for publication or promotional use, you grant EarthShare a non-exclusive, royalty-free license to use such materials solely in connection with EarthShare’s charitable mission, educational activities, marketing, storytelling, reporting, and related communications, unless otherwise agreed in writing.

You represent that you have the necessary rights and permissions to provide such content and that EarthShare’s use of the content in accordance with this section will not violate the rights of any third party.