Charitydirect LLC Terms of Service

Effective Date: August 14, 2025

Welcome to charitydirect LLC. By accessing our Platform or using our Services, you agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, our Disclosure Disclaimer, and any additional terms referenced herein. These Terms constitute a legally binding agreement between you ("User" or "you") and charitydirect LLC ("charitydirect," "we," "us," or "our"), a North Carolina limited liability company with Charitable Solicitation License No. SL101788. If you do not agree to these Terms, do not access or use the Platform or Services.

These Terms apply exclusively to operations within the State of North Carolina and the United States. We do not operate internationally, and access from outside the United States is not permitted.

1. Definitions

•charitydirect:
charitydirect LLC, a North Carolina limited liability company with Charitable Solicitation License No. SL101788.
•Platform:
The web-based technology platform provided by charitydirect for facilitating Qualified Charitable Distributions (QCDs) to Charity Partners.
•Services:
The services provided via the Platform, including but not limited to the QCDPro Calculator™, charity selection tools, donation tracking, receipt management, delivery of personalized thank-you notes, and Impact Reports™.
•User or you:
The financial advisor or advisory firm that has registered for an account on the Platform and agreed to these Terms.
•Client:
An individual whose information is entered into the Platform by a User for the purpose of facilitating QCDs.
•Charity Partner:
A charity that has entered into a separate Charity Partnership Agreement with charitydirect.

2. No Tax or Financial Advice

You acknowledge that charitydirect is not a tax, financial, investment, or legal advisor. The Services, including the QCDPro Calculator™ and charity selection tools, are provided for general informational and educational purposes only and do not constitute tax, financial, investment, or legal advice. You are solely responsible for verifying the accuracy of any calculations, estimates, or recommendations with your own qualified tax and financial advisors. We do not endorse any particular charity, and you are responsible for conducting your own due diligence before selecting a charity for donations.

For QCDs, calculations are based on general interpretations of U.S. federal tax laws, including IRC Sections 408(d)(8), 401(a)(9), and 170. As of 2025, QCDs are limited to $108,000 per individual ($216,000 for married filing jointly), and IRA custodians must report QCDs on Form 1099-R using Code Y in Box 7. These limits and reporting requirements may change; we do not guarantee compliance or tax benefits. Refer to our Disclosure Disclaimer for additional details.

3. License Grant

Subject to your compliance with these Terms, charitydirect grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform and Services solely for the internal business purpose of facilitating QCDs to Charity Partners on behalf of your Clients. This license does not include any right to resell, redistribute, or commercialize the Services.

4. License Restrictions

You may not:

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Use the Services for any purpose other than facilitating QCDs as expressly intended under these Terms.
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Copy, modify, adapt, distribute, sell, lease, rent, or create derivative works from any part of the Platform or Services.
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Reverse-engineer, decompile, disassemble, or attempt to extract the source code or underlying algorithms of the Platform.
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Use the Platform in any way that violates applicable federal, state, or local laws, including but not limited to tax regulations, charitable solicitation laws (e.g., N.C. Gen. Stat. § 131F), or these Terms.
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Access or use the Platform to develop a competing product or service.
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Remove, alter, or obscure any proprietary notices or labels on the Platform or Services.

Violation of these restrictions may result in immediate termination of your access and potential legal action.

5. User Responsibilities

•Accurate Information:
You are responsible for providing accurate, complete, and up-to-date information about your Clients and their intended donations. You must ensure all data inputs (e.g., AGI, IRA details excluding account numbers) are verified for accuracy.
•Client Consent:
You must obtain and maintain documented consents from your Clients for entering their personal information into the Platform, facilitating donations on their behalf, and sharing such information with Charity Partners as necessary. This includes opt-in consents for any sensitive data processing, as detailed in our Privacy Policy.
•Compliance:
You agree to use the Services in full compliance with all applicable federal, state, and local laws, including but not limited to U.S. tax laws, North Carolina charitable solicitation regulations (N.C. Gen. Stat. § 131F), and data protection requirements. You are responsible for ensuring that all QCDs meet IRS eligibility criteria (e.g., Client age 70½ or older, direct transfers from IRA custodians).
•Security:
You must maintain the confidentiality of your account credentials and notify us immediately of any unauthorized access.

6. No Fees for Users

The Services are provided to Users free of charge. charitydirect’s revenue is derived solely from fees paid by Charity Partners under separate Charity Partnership Agreements. For reference, Charity Partners pay a Field Agent Fee of approximately 3.9% of total donations received through our Services, which compensates us for vetting, on-site audits, curating Impact Reports™, tracking receipts, promotion, and facilitation. Invoices are sent via QuickBooks to the Charity Partner’s designated contacts, with payment due net 15 days (plus a 3-day grace period). Late payments incur a 2.1% fee on the outstanding amount.

7. Ownership and Intellectual Property

charitydirect retains all rights, title, and interest in and to the Platform, Services, and all related intellectual property, including but not limited to the QCDPro Calculator™, charity vetting data, Impact Reports™, trademarks, copyrights, and trade secrets. Any feedback, suggestions, or improvements you provide regarding the Services become our exclusive property, and you hereby assign all rights therein to us without compensation.

For user-generated content (e.g., custom reports or notes added to Client profiles), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and distribute such content solely for the purpose of providing and improving the Services. We may use aggregated and anonymized data derived from user-generated content for internal analytics, product development, or marketing, but only in a form that does not identify you or your Clients.

8. Privacy

By using the Services, you agree to our Privacy Policy, which governs the collection, use, disclosure, and protection of User and Client data. You are responsible for informing your Clients about the Privacy Policy and obtaining their explicit opt-in consent for the processing of any sensitive data (e.g., donation details or images of checks) before entering such information into the Platform. We use third-party providers like Amazon RDS for secure data storage (with encryption at rest via AWS Key Management Service and Transparent Data Encryption for SQL Server, and in transit via TLS), and QuickBooks for invoicing (subject to data sharing agreements ensuring confidentiality).

9. Term and Termination

•Term:
This agreement commences upon your registration for an account and continues until terminated as provided herein.
•Termination by User:
You may terminate this agreement at any time by closing your account through the Platform settings or by providing written notice to us at chris@charity-direct.com.
•Termination by charitydirect:
We may terminate or suspend your access to the Services at any time, with or without cause, including for breach of these Terms, non-compliance with laws, or suspected fraud. For convenience, we will provide at least 30 days' written notice. For cause (e.g., material breach or regulatory violation), termination may be immediate.
•Termination Triggers:
Termination may also occur for convenience by either party with 30-60 days' written notice, or for cause such as material breach, non-payment (applicable to Charity Partners), legal violations, or immediate suspension for fraud or non-compliance.
•Effects of Termination:
Upon termination, your access to the Services ceases immediately. You will have a 30-day grace period to export your data (e.g., Client profiles, donation records) via Platform tools. Pending QCDs must be completed or transferred to avoid tax disruptions. We may delete your account data after this period, except as required by law.
•Data Retention Post-Termination:
We retain data as necessary for legal compliance, including tax audit purposes. General records (e.g., donation details) are retained for at least 3 years from the tax return filing date (extendable upon agreement to 6 years for income underreporting >25%, or 7 years for audit-prone financial records). Charitable solicitation records under N.C. Gen. Stat. § 131F are retained for 3-7 years to respond to state inquiries (e.g., financial statements within 14 days). Records involving fraud may be retained for a longer period. Upon request, we will provide a written attestation to the North Carolina Secretary of State confirmingschod cessation of solicitation activities if applicable.

10. Communications

charitydirect may send you service-related emails or notifications through the Platform or email, such as updates, receipts, Impact Reports™, or legal notices. You consent to electronic communications and agree they satisfy any legal requirement for written notice.

11. Disclaimers

The Services are provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to warranties of accuracy, availability, merchantability, fitness for a particular purpose, or non-infringement. charitydirect does not guarantee:

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The accuracy, completeness, or timeliness of the Platform, Services, calculations, or reports.
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The performance, actions, or solvency of Charity Partners.
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The tax consequences, benefits, or compliance of donations facilitated through the Platform, including adherence to 2025 IRS changes (e.g., $108,000 QCD limit or Form 1099-R Code Y reporting).
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Uninterrupted or error-free access, or freedom from viruses or harmful components.

Refer to our Disclosure Disclaimer for additional limitations specific to the QCDPro Calculator™.

12. Limitation of Liability

To the fullest extent permitted by law, charitydirect, its affiliates, officers, directors, employees, and agents shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising from or related to these Terms or the Services, including but not limited to loss of data, tax penalties, or donation disputes. Our total aggregate liability for any claim shall not exceed $100.

13. Indemnification

You agree to indemnify, defend, and hold harmless charitydirect, its affiliates, officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from or related to: (i) your misuse of the Services; (ii) provision of inaccurate or incomplete information; (iii) failure to obtain Client consents; (iv) violation of these Terms or applicable laws; or (v) claims from third parties not directly engaged by charitydirect.

14. Dispute Resolution

Any disputes arising under or related to these Terms shall first be resolved through good-faith mediation in North Carolina. If mediation fails, disputes shall be submitted to binding arbitration in North Carolina in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and enforceable in any court of competent jurisdiction. You waive any right to participate in class actions or representative proceedings.

15. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles. Any legal action (if not subject to arbitration) shall be brought exclusively in the state or federal courts located in Mecklenburg County, North Carolina.

16. Modifications

charitydirect may update these Terms at any time. We will notify you of material changes via email or through the Platform at least 30 days in advance. Your continued use of the Services after the effective date of changes constitutes acceptance of the updated Terms.

17. Miscellaneous

•Assignment:
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights to successors, affiliates, or in connection with a merger, acquisition, or asset sale.
•Entire Agreement:
These Terms, together with the Privacy Policy and Disclosure Disclaimer, constitute the entire agreement between you and charitydirect, superseding any prior agreements.
•Severability:
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
•Force Majeure:
Neither party shall be liable for delays or failures caused by events beyond its reasonable control, such as acts of God, war, or natural disasters.
•Electronic Signatures:
Electronic signatures and consents (e.g., via clickwrap) are binding to the same extent as handwritten signatures.

For questions about these Terms, contact us at chris@charity-direct.com