Welcome to Impact Marketplace, a service offered by Impact Investing Charitable Foundation, Inc., a Georgia non-profit public benefit corporation (together with its affiliates, officers, directors, agents, employees, representatives, partners and their respective affiliates, collectively, “Impact”). This Terms of Use (“Agreement”) is a contract between you (“you”) and Impact and governs your access and use of the impactmarketplace.org website and all other websites owned and operated by Impact that have this Agreement posted (collectively, the “Website”), including, but not limited to, all transactions conducted on the Website and all donor advised fund services provided in connection with the Website. By accessing or using the Website, you signify that you have read all of the terms and conditions in, and linked to, this Agreement (including the Privacy Policy), and you agree to be bound by this Agreement, whether or not you open an Impact Account, contribute to that Account, recommend an investment (collectively, the “Program”) or otherwise access or use the Website (in each such capacity, a “User”). If you do not agree with all of the terms and conditions in this Agreement, please do not participate in the Program or access or use the Website.

This Agreement supersedes any previous agreement to which you and Impact may have been bound (provided that if you are an Enterprise or Impact Account advisor who has a separate written agreement with Impact, the terms of that separate agreement will control with respect to any provision that conflicts with this Agreement). This Agreement may be modified by Impact in its sole discretion from time to time and such modifications shall automatically become part of this Agreement and shall be effective once posted by Impact on the Website (as indicated by the posted update date). Your participation in the Program and use of the Website will be subject to any such modifications. You should review the Website and this Agreement from time to time for any modifications.

Description of the Program

We offer a special kind of donor advised fund, called an Impact Account, that provides a streamlined solution to recommend investments of charitable assets in companies seeking positive social and Kingdom gain alongside financial return.

Impact manages the Website, which present you and other persons (each, a “Donor” and, collectively, “Donors”) with information about charities and social enterprises in various countries in need of affordable capital (each, an “Enterprise” and, collectively, “Enterprises”). In most instances, these Enterprises are considered “high risk” by traditional lenders for a variety of factors, including, but not limited to, the Borrowers’ lack of credit history, the use of the loan proceeds for entrepreneurial endeavors including investment in a “start up” business, and the geographic location including the risk of financial instability and foreign exchange rate fluctuations.

 

Our Role

You may participate in the Program as a donor by creating an Impact Account. Impact is organized for, and operates exclusively for, exempt purposes within the meaning of Internal Revenue Code (“IRC”) § 501(c)(3). We will own and operate the charitable Impact Account (the “Account”), which is a donor advised fund as defined by IRC § 4966(d)(2), according to all federal and state regulations.

Your Account will be named and numbered and represented as such on the Impact’s books and records, and is held at the Impact’s financial institutions or invested according to the Foundation’s policies and procedures.

Impact’s mission is to help donors grow the impact of their charitable giving by investing in businesses with positive social and Kingdom gain alongside financial return.

We will provide you with non-binding, advisory privileges concerning (a) grants and (b) investments of your Account in one or more approved investment opportunities.

 

Accounts

(a) Establishing a Account. When a User submits the information requested and agrees to these terms, Impact will open an Account. An individual or two (“Advisor”) may have non-binding, advisory privileges concerning (a) grants and (b) investments of an Account in one or more approved investment opportunities.

(b) Maintenance of the Account. In order to assure that Impact maintains the Account, an Advisor must continue to either make contributions to the Account, to maintain Investments within the Account, or to recommend Grants of amounts at or below the total value of the Account. If two years pass without such activity, then Impact ordinarily will close the Account, after notifying the giver, and distribute any remaining funds, either to other charities or to itself to cover administrative costs or other expenses. When an Account is closed, this Agreement is automatically terminated and the Advisor no longer will have any right to access Account information, and no privileges with respect to recommendations involving such Account.

(c) Administrative Fees.  Impact may assess an Account administrative costs, currently up to 1.5% annually of amounts invested. We will assess fees monthly (at one twelfth of the yearly fee) on the highest daily balance at any time in that month. We may also assess your Account for costs directly incurred in connection with our service to your Account. Those costs may include credit card processing fees or legal fees related to making an investment on behalf of your Account. Furthermore, please note that the Account Assets held in cash or ordinary money market accounts will not be credited with any interest or investment returns, and that administrative fees may change to the extent required to maintain the viability of the program.

Your Account, Control, and Income. By opening an Account, you acknowledge that funds provided to Impact will be under Impact’s sole legal ownership and control. When used in this document, any reference to “your Account” or is merely for identification purposes regarding its creation and recommendation privileges, and it does not indicate any ownership over the Account by the Advisor or donors to the Account. Impact owns and controls the Account and all Account Assets. Impact has all power and authority necessary to invest, reinvest, and manage the Account Assets in accordance with the purposes of the Account. All appreciation, interest or income earned from the investment of Account Assets will be the property of Impact, over which it has legal control, but such appreciation, interest, or income will accrue to an Account reduced by any applicable standard fees of Impact to support its operations.

Termination. This Agreement will be in effect until or unless terminated by either your or Impact pursuant to this Section. Impact may terminate this Agreement, with or without cause, at any time upon written notice to Donor. Donor may terminate this Agreement by closing its Account at any time and making a final Grant recommendation or forfeiting such privilege.

 

No Personal Use for Donors, Impact, and Related Parties. No Grants or Investments from the Account may be used to discharge or satisfy a binding charitable pledge or obligation of any person, or to pay for goods or services of value received by an Advisor or donor, by any spouse or relative of an Advisor or donor, or by other individuals related to Impact.

You represents and warrant that: (a) You are not establishing an Account nor contributing to the Account with any personal profit motive; (b) you do not expect any Grant of interest, income or principal from the Account; (c) you have read, and understand and accepted the terms and conditions of this Agreement; and (e) you will 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.

Grants. You may recommend grants from your Account but grants will only be made when there is sufficient cash in your Account. Because many of our investments are highly illiquid, you may have to wait. Account Assets will be granted by Impact, at its sole discretion, to organizations exempt under IRC § 501(c)(3) that are organized and operated exclusively for exempt purposes within the meaning of IRC § 170(c)(2)(B) and that advance Impact’s charitable mission (the “Grants”). Private Foundations, individuals and disqualified supporting organizations are not considered eligible to receive Grants. You will not be entitled, at any time, to receive personally any grants from an Account.

Contributions. You may contribute to your Account immediately upon the acceptance of this Agreement. Those contributions may be eligible for a tax deduction. If you grant from a donor advised fund at another foundation to your Account you will not receive a new charitable tax deduction. Donor contributions will then irrevocably become part of the Account’s assets (the “Account Assets”). After each contribution is processed, you will receive confirmation electronically, or, at the very latest on or before January 31 of the following year. To the extent that you will itemize charitable deductions, since the Internal Revenue Service requires taxpayers to substantiate charitable deductions they claim, you should keep such confirmations with tax records for the year in which contributions are made.

Donor Recommendations

            (a) Recommendation Privileges.  As an Advisor on an Account entitled to make non-binding and non-compulsory recommendations regarding Grants as well as the investment of Account Assets within one or more pre-approved investment opportunities that are deemed by Impact to be program-related or mission-related investments that further its exempt purposes (“Investments”). Impact ordinarily tries to honor recommendations regarding Grants to eligible public charities if the Account Assets are liquid or may be liquidated easily, unless it has reason to believe that such recommendations, if followed, might be contrary to IRS regulations or other applicable law. For example, a Grant may not unlawfully benefit you or another individual, and it may not be part of a conduit to some other ineligible recipient. With regard to Investments, Impact attempts to vet and approve the Investments in companies or projects that align with or further its purposes, and recommendations regarding participation in such Investments will ordinarily be approved, provided that liquid Account Assets exist.

You acknowledge and agree that, once Investments are made, recommendations to divest the Investment may be difficult or impossible. In any event, Impact is entitled to disregard any recommendation made by an Advisor, to retain all or some of such funds rather than approving a Grant, to maintain the Account’s position within any or all of its Investments, and/or to distribute all or some of the Account to a different charitable organization than the one that an Advisor recommends. You understand that, in accordance with IRS requirements, any recommendation will be advisory only, will not be binding upon Impact, and will not be the sole criteria used by Impact in determining whether or not to make a Grant. In addition, you understand that Impact will not make Grants or investments in organizations or projects which it deems, in its sole discretion, to be antithetical to the cause of Christ or to Christian principles.

(b) Evaluating Recommendations. Impact is entitled to evaluate your recommendations according to the interests of Impact in fulfilling its IRC § 501(c)(3) purposes. This includes, but is not limited to, ensuring that the charities, companies, or projects have purpose(s) provided by IRC § 170(c)(2)(B), that any Grant or Investment complies with Impact’s policies and guidelines relating to the operation of its Account, and that the charity is in compliance with the IRC and other applicable laws.

By participating in the Program or otherwise accessing or using the Website, you hereby acknowledge and agree that (a) Impact makes no representation, warranty, covenant or guarantee that any funds you advise to be invested via the Website will be repaid in whole or in part, (b) loans and other similar transactions made via the Website (each, an “Investment”) are unsecured and bear a high risk of non-repayment and (c) given your financial situation and objectives, you will lend only those amounts on the Website that you can afford to lose. Investments recommended via the Website are philanthropic in nature with no offered rate of return and, as such, are not intended as, and cannot be considered as, an investment in a financial instrument or security.

By using the Website, you expressly acknowledge and agree that Account Assets may be invested in companies or other projects that may lose money, even to the point of losing all of the Account’s value. Impact will be heavily invested in companies and projects that have a special relationship or a special value to its charitable purposes, and very rarely will an Account be diversified. As such, you waive all claims regarding failure to diversity or the loss of Account assets. Such waiver includes, without limitation, any and all claims under the Uniform Prudent Management of Institutional Accounts Act (O.C.G.A. §§ 44-15-1 et seq.), the Uniform Prudent Investor Act (O.C.G.A. §§ 53-12-340 et seq.), and similar statutes, should private causes of action ever arise thereunder.

Appropriate Conduct. You may access and use the Website for your educational, non-commercial use in connection with the Program. The Website may not be accessed or used by you in connection with any other endeavors – commercial or otherwise – except as previously approved in writing by an authorized representative of Impact. You should not use the information on the Website to make decisions about investments of your personal financial capital.

Your access and use of the Website and participation in the Program shall be in strict compliance with this Agreement, including, without limitation, Impact’s Privacy Policy, all other procedures and guidelines set forth on the Website and as part of the Program, as well as applicable law. Kiva has the right to investigate and take appropriate legal action (including, without limitation, civil, criminal and injunctive redress) against any illegal and/or unauthorized uses of the Website or exploitations of the Program, including collecting or harvesting (whether or not by automated scripts) the name, email address or any other personal or confidential information of anyone by electronic or other means for any reason, including, without limitation, the purpose of sending unsolicited email and unauthorized framing of or linking to the Website.

Impact reserves the right at all times (but will not have an obligation) to restrict, suspend or terminate the participation of any User or any lending team from the Website and the Program at any time, with or without prior notice. In order to protect Users and other persons from advertising, solicitation or harassment, Impact reserves the right to remove or refuse to post or distribute any content from the Website that violates acceptable use in Impact’s sole discretion.

Safety and Security. To protect your own safety and well-being, you agree to take prudent safeguards and precautions in your participation in the Program, including without limitation in your interaction with other Users, whether offline or online. Impact strongly recommends that you do not post any personal contact information (for example, personal email addresses, personal phone numbers or home addresses) and use your discretion if any person (a) requests to communicate outside of the Website (for example, by email, phone or in-person), (b) requests money, goods or any similar type of assistance other than through an official request on the Website, (c) asks for assistance with personal transactions (for example, depositing funds and shipping merchandise), or (d) requests your personal contact information or financial information. You agree never to share (i) your credit card number or bank information, (ii) Social Security Number or government-issued identification numbers (for example, driver’s license number) or (iii) mother’s maiden name or other private information that can be used to access your financial information. As with any interaction, keep in mind that it is always possible for people to misrepresent themselves.

In consideration of your use of the Website or participation in the Program, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Website (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Impact, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. You agree not to impersonate any person or entity. You will promptly report to Impact any violation of this Agreement by others of which you become aware.

Much of the investment information presented on the Website, particularly what may be available only through login but not limited to such information, is proprietary and confidential. In some instances, lives may be at risk because of the nature of work being conducted by an Enterprises. Please be mindful of the confidential nature of this information and do not copy, reproduce, or share the information about Enterprises.

Rights in Content on the Website. “Impact,” the “Impact” logo and other Impact graphics, logos, designs, page headers, button icons, scripts, names and branding are trademarks, service marks or trade dress of Impact (collectively, “Impact Marks”). Impact Marks may not be used, including, without limitation, as part of trademarks or domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Impact. Impact or its licensors own and retain all proprietary rights in the Program, the Website and all content, material and information posted, uploaded, transmitted or otherwise shared by Impact thereon (collectively, “Content”). The Website and Program contain the copyrighted material, trademarks and other proprietary information of Impact and its licensors. You may display and make limited copies of the Content (other than the Impact Marks) for your personal, non-commercial use in connection with your participation in the Program (except as provided herein), but you may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy, transmit or use any Content or other such proprietary information without the express, prior written permission of Impact. In addition, to the extent you receive information from Impact or Enterprises, and that information is later removed from the Website, you may not further disclose or otherwise provide such information to another party in a way that allows a personal identification of such Enterprise, if such Enterprise has opted to have his or her identity withheld on the Website.

If you post, upload, submit, transmit or otherwise share any messages or other content, information, images, photographs, pictures or other materials on the Website or to Impact in connection with or arising from your participation in the Program, including without limitation any feedback provided to Impact (collectively, “User Generated Content”), you agree to grant, and hereby grant to Impact an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to: (a) use, copy, perform, display and distribute the User Generated Content; (b) modify, alter, prepare derivative works of, and/or incorporate into other works, the User Generated Content; and (c) grant and authorize sublicenses of the foregoing. You represent and warrant that you have the right, power and authority to grant the foregoing license. In addition, you agree to release, discharge and agree to hold harmless Impact from any and all claims or liability, whether known or unknown, including any and all claims in connection with the publication, production, processing, distribution or exploitation of the User Generated Content, including, without limitation, any claims of infringement or violation of any intellectual property, moral, publicity, privacy or proprietary rights.

You acknowledge, consent and agree that Impact may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and User Generated Content in order to: (i) comply with any applicable law, regulation, legal process, or governmental request; (ii) respond to claims that any Content violates the rights of third parties, including without limitation intellectual property rights; (iii) enforce this Agreement and investigate potential violations thereof; (iv) detect, prevent, or otherwise address fraud, security, or technical issues; (v) respond to your requests for customer service; or (vi) protect the rights, property, or personal safety of Impact, its users, or the public. Please see the Privacy Policy for more information regarding the use and disclosure of your information as part of the Program.

Third Party Content and Sites. The Website contains (or you may be sent through the Website) links to other web sites (“Third Party Sites”), as well as content, information, images, photographs, pictures and materials (including, without limitation, text, graphics, designs, music, sound, video, information and software) belonging to or originating from third parties (“Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Impact, and Impact is not responsible for any Third Party Sites accessed through the Website or any Third Party Content posted, uploaded, transmitted or otherwise shared on the Website, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Impact. If you decide to leave the Website and access a Third Party Site, you do so at your own risk and you should be aware that Kiva’s terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Website.

Indemnification. You will indemnify and hold Impact 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 your (1) breach of this agreement; or (2) gross negligence or willful misconduct.

Limitation of Liability.  IN NO EVENT SHALL IMPACT be LIABLE for any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise relating to your use of the Website or participation in the Program.

Impact will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by Impact or “force majeure” or any other cause beyond the control of Impact.

General Waiver of Claims.  You hereby irrevocably waives any claim he, she, or it may have against Impact, its officers, directors, employees or agents based on any use, management, INVESTMENT or Grant of donor contributions and Account Assets, which assets donor understands no longer belongs to DONOR ONCE A CONTRIBUTION HAS BEEN COMPLETED.

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.

Assignment. Impact has 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). An Advisor has no right of delegation or assignment under this Agreement; however, an Advisor can recommend successor Advisors to serve as an Advisor to their Account upon death or disability. Please contact Impact for more information about the process for recommending a successor Advisor.

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.

Compliance with IRC. 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.

Governing Law. This Agreement should be deemed to have been executed and delivered in the State of Georgia, 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 Georgia.

Arbitration and Confidentiality. Any claim or dispute between the parties concerning questions of law or fact or both arising out of or relating to this Agreement, its interpretation or performance, or its alleged breach, which is not disposed of by agreement of the parties, will be resolved by binding arbitration by and under the rules of Peacemaker Ministries (or its successor) except as such rules are modified herein.  Those rules are currently published at www.peacemaker.net.  The parties covenant to keep such questions and arbitration proceedings confidential except as necessary to effectuate and/or enforce arbitration. The parties covenant and agree that they will not sue or otherwise bring actions against each other in any courts, that arbitration is their sole and binding remedy, that they waive their rights to sue or to appeal or to other remedies (except to the extent necessary to enforce the final award or finding), and that if this covenant not to sue and waiver are not legally effective then such arbitration is a prerequisite to any other remedy. The parties promise to abide and fulfill the final award or finding concerning such questions without recourse to any other court or tribunal, except to the extent necessary to enforce said final award or finding.  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.