2.1 In order to participate in Offers on the Site, the Partner must complete the Charitybuzz onboarding process and provide the following:
a. For nonprofit Partners, a valid Employer Identification Number (EIN), Form 990, and a mission statement.
b. For for-profit Partners, company registration information and any relevant licensing or tax documentation as requested by Charitybuzz.
2.2 All Partners must submit their organization’s logo and grant Charitybuzz the right to use such marks in accordance with Section 8 of this Agreement.
2.3 Charitybuzz reserves the right to approve or reject any Partner in its sole discretion.
2.4 For U.S.-based nonprofit Partners, Offers may be facilitated by The Pledgeling Foundation (“Pledge”), a 501(c)(3) organization. Charitybuzz will coordinate eligibility verification with Pledge as needed. Payments will be distributed as grants from Pledge to the Partner per the timeline and requirements outlined in Section 7.
2.5 Partners are required to keep all submitted information accurate and up-to-date throughout the Term of this Agreement.
3.1 Partner shall maintain a designated Redemption Contact throughout the Term of this Agreement and ensure that this contact is responsive to all Charitybuzz and Buyer inquiries related to scheduling and fulfillment.
3.2 Partner agrees to comply with all timelines and obligations established by Charitybuzz for submitting, approving, and fulfilling Lots. This includes responding to communications from Charitybuzz within two (2) business days and ensuring that submitted Lots are accurate and complete.
3.3 Charitybuzz retains sole discretion to determine whether a submitted Lot is appropriate for listing, whether an Offer should be launched or removed, and whether certain Buyers or Lot types meet the standards and integrity of the platform.
3.4 Partner will coordinate in good faith with Charitybuzz to ensure successful Offer configuration, including providing all necessary details (such as restrictions, fulfillment timing, estimated value, fair market value, etc) and approvals for Lot presentation.
3.5 Partner represents and warrants that all Lots submitted will be redeemable and deliverable by the Partner in the form and scope described. Failure to fulfill a Lot in accordance with its stated terms may result in refunds, penalties, or restrictions under Sections 5 and 6 of this Agreement.
In addition to the onboarding requirements listed in Section 3, the Partner agrees to comply with the following obligations throughout the Term of this Agreement:
a. Authorization and Right to Submit Lots
i. Partner represents and warrants that it has full power and authority to enter into this Agreement and to bind the entity it identifies as the Partner. The individual accepting this Agreement affirms that they are authorized to act on behalf of, and legally bind, the Partner entity, whether such entity is a U.S.-based tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, a non-U.S. charitable organization, or a for-profit entity otherwise approved by Charitybuzz.
ii. Partner further represents and warrants that it has all rights, consents, licenses, and authority necessary to submit each Lot offered to Charitybuzz for listing and sale, including but not limited to rights of publicity, intellectual property, and access to deliver or fulfill the Lot in accordance with the description presented to Buyers.
iii. Partner agrees that any breach of these representations may result in the immediate removal of the associated Offer, suspension of payment, and/or refund to the Buyer. iii. Partner shall indemnify and hold harmless Charitybuzz and its affiliates from any claims, losses, or liabilities arising from a breach of this Section.
b. Submission of Offers or Lots do not constitute donation of physical items or experiences to Charitybuzz. In all instances, Partner retains ownership and responsibility for the items or experiences; Charitybuzz acts solely as a platform to facilitate the sale and coordinator of funds for distribution of granted funds to the end beneficiary.
c. When submitting any item(s) to be considered as a Lot for sale or auction or otherwise to become part of an Offer, Partner agrees to the following:
1. Terms such as “Experience,” “Property,” and “Content” are defined in Section 1 (Definitions).
2. Partner represents it is authorized to offer and fulfill the Property and/or Experience and has all necessary rights to do so (see also Section 3.0 – Authorization of Representative).
3. Partner agrees not to withdraw any submitted Property or Experience after the Offer has launched (see also Section 4 – Partner Fulfillment Requirements).
4. Charitybuzz reserves the right to reject any submission for brand, valuation, content, consignment, or feasibility reasons.
5. Reserves must be agreed to in writing prior to launch and will not be added or increased post-launch.
6. Charitybuzz retains sole discretion to set minimum and incremental bids and all other auction parameters (see also Section 3A.2).
7. Partner is responsible for shipping any Property to Charitybuzz and/or Buyer unless otherwise agreed. Any costs incurred by Charitybuzz may be billed back to the Partner (see also Section 4.2.a).
8. Where not otherwise covered by Section 8 (Intellectual Property), Partner grants Charitybuzz a license to use all images, likenesses, and related content necessary to promote the Offer. Where such content is owned by a third party, Partner must obtain appropriate permissions.
9. If an Offer does not result in a sale, Charitybuzz, in its sole discretion, will determine whether or not to re-list the Offer. If an Offer is not re-listed, the unsold Property or Experience will be returned to the Partner at Partner's expense, if applicable.
a. Charitybuzz retains sole discretion and control over the look, feel, tone, formatting, and editorial presentation of all Lot descriptions and associated Content appearing on the Site. Charitybuzz may modify, edit, reformat, or standardize submitted Lot Content to ensure consistency with Charitybuzz’s brand guidelines, user experience practices, and platform requirements.
b. Upon Partner’s approval of the Lot description and associated Content, Partner assumes full responsibility for the accuracy, completeness, enforceability, and fulfillment obligations tied to the Lot. Partner warrants that all rights, permissions, and clearances necessary to offer and fulfill the Lot have been secured prior to final approval.
c. Partner’s approval of the Lot Content shall constitute a binding affirmation that the Lot is redeemable as described, and that no material information has been omitted that would reasonably affect a Buyer’s decision to bid or purchase.
d. Charitybuzz shall not be liable for errors or omissions in Lot Content that have been approved by the Partner. Partner agrees to indemnify Charitybuzz against any claims arising out of inaccuracies, misrepresentations, or fulfillment failures related to approved Content.
a. Partner shall be solely responsible for initiating and completing Fulfillment of the Lot in accordance with the timelines and expectations outlined in Section 4.
b. Partner will designate a Redemption Contact and ensure that such person remains responsive and available for communication with Charitybuzz and the Buyer until Fulfillment is complete.
c. Partner agrees to respond to Buyer or Charitybuzz inquiries within two (2) business days. Failure to do so may result in refund, chargeback, or reassignment of the Lot and further enforcement as outlined in Sections 5 and 7.
a. Partner will provide any requested documentation (e.g., verification of status, donor confirmation, fair market value evidence) reasonably required by Charitybuzz to support the Offer or Fulfillment.
b. Partner will cooperate with Charitybuzz in resolving disputes, supporting refund mitigation efforts, and communicating in good faith with Buyers.
c. Partner may not make changes to a Lot once it has launched without prior written approval from Charitybuzz.
a. Partner agrees to use reasonable efforts to promote the Offer through its own digital channels, including social media, website, and email outreach.
b. Charitybuzz may request or provide suggested language, creative assets, or timelines for such promotion to ensure campaign success.
4.1 Partner agrees to fulfill all Lots in accordance with the timelines and standards described below, and as outlined in the applicable Offer listing. A Lot shall be considered “Fulfilled” when the Buyer has either (i) received the Property in the condition described; or (ii) successfully scheduled or
participated in the Experience, as applicable.
a. Property: Partner must ship all items within three (3) business days of receipt of the Activity Report (“Activity Report”) or shipping label from Charitybuzz unless otherwise specified. If the Lot includes certificates of authenticity or documentation, these must be included with the shipment. Damaged, substituted, or delayed Property may result in refund liability.
b. Event Experiences: For tickets or access to scheduled events, Partner shall provide all required documentation or entry instructions by the timeline indicated in the listing or agreed upon in writing. If tickets are not yet available at the time of sale, Partner must communicate availability timelines to Charitybuzz.
c. Travel Experiences: Partner shall coordinate all booking logistics and deliver itinerary, confirmations, and support contacts as detailed in the Offer description.
d. Other Experiences: Partner shall make initial contact with Buyer within five (5) business days of Buyer introduction to begin scheduling, and must complete scheduling within ninety (90) days unless otherwise stated.
4.3 In all cases where Fulfillment depends on a third-party (e.g., donor or affiliated host) (“Third-Party Redemption Contact”), Partner agrees to make prompt introductions, remain engaged, and be accountable for that third party’s responsiveness. Partner is liable for nonperformance or unresponsiveness of a Third-Party Redemption Contact that leads to a refund or chargeback.
4.4 If delays are expected, Partner must notify Charitybuzz before launch or immediately upon discovery. Charitybuzz reserves the right to relist, cancel, or adjust any Offer that cannot be Fulfilled within a commercially reasonable timeframe.
4.5 Partner must respond to any Buyer or Charitybuzz Fulfillment inquiry within two (2) business days. Charitybuzz may reassign, cancel, or refund any Offer if a Partner fails to meet this requirement.
5.1 A refund may be triggered under the following conditions:
a. The Buyer did not receive the Property Lot, or the Lot was materially damaged or misrepresented based on the written description.
b. The Experience Lot could not be scheduled within a commercially reasonable timeframe or failed to be delivered in accordance with the agreed-upon terms.
c. A Buyer initiated a chargeback due to non-delivery, misrepresentation, or delay beyond 90 days from the close of the Offer.
d. A Force Majeure event, as described in Section 11, prevents successful Fulfillment and no comparable Lot or reasonable alternative can be provided.
5.2 The Partner shall cooperate fully with Charitybuzz to resolve all Buyer disputes, including providing documentation and timely communication. Partner must respond to any inquiry related to fulfillment, Buyer dissatisfaction, or a pending refund within two (2) business days.
5.3 Charitybuzz may, in its sole discretion, make the final determination as to whether a refund is warranted. If a refund is approved, Charitybuzz has the right to:
a. Withhold the refund amount from any pending or future payments to Partner;
b. Offset the refund against funds already collected on other Offers;
c. Issue a direct invoice to the Partner, payable within thirty (30) days.
5.4 In any case where a refund is required due to the Partner’s failure to fulfill a Lot or due to a misrepresentation of the Lot’s contents, Charitybuzz reserves the right to retain its Charitybuzz Fee as a service charge.
5.5 If Partner fails to pay a refund invoice within the required timeframe or disputes its responsibility for the refund without sufficient cause, Charitybuzz may seek legal or equitable remedies, including enforcement of the Elevated Risk Policy in Section 6 of this Agreement.
5.6 A "Chargeback" within the context of this Agreement refers to a dispute initiated by a Buyer with their financial institution to reverse a transaction. Charitybuzz will participate in the investigation on behalf of the Partner but does not control the outcome. The Partner is expected to provide all relevant supporting documentation promptly when requested.
In the event that Charitybuzz is unable to collect the Total Purchase Price from the Winning Bidder (a “Failed to Settle” or “FTS”), Charitybuzz will notify the Winning Bidder and make commercially reasonable efforts to secure payment within three (3) business days. Charitybuzz may, at its discretion, extend this window based on market conditions or communication from the Winning Bidder.
If payment is not received within the designated timeframe:
a. Charitybuzz may offer the Lot to the second-highest Bidder at that Bidder’s final bid amount, inclusive of all applicable Offer Costs.
b. If the second-highest Bidder declines the purchase, or is unresponsive, Charitybuzz may remove the Lot from sale or re-list it in a future Offer, if viable and subject to Partner approval.
c. No payment shall be owed to the Partner unless and until total Purchase Price is collected. Charitybuzz is not liable to remit payment for any Lot that remains unsettled due to Buyer nonpayment.
Charitybuzz will not be responsible for any costs or damages related to the loss of the original sale, provided Charitybuzz acted in good faith to resolve the issue. For tracking and compliance purposes, all FTS cases will be logged and made available upon request.
6.1 Charitybuzz may, at its sole discretion, designate any Partner or Offer as Elevated Risk (defined hereinafter) based on factors including, but not limited to:
a. Prior history of Buyer dissatisfaction, delayed Fulfillment, or refund incidents;
b. Unusual Lot type, high Hammer Price, or rare items with limited fulfillment feasibility;
c. Offers involving multiple third-party fulfillment contacts or long redemption windows (greater than 1 year expiration) that are not tied to a physical voucher;
d. Negative reports from Buyers or Redemption Contacts;
e. High-value (greater than $25,000 estimated value), third-party executed, or logistically complex Lots.
f. Offers submitted by nonprofit Partners that (i) file IRS Form 990-N (also known as the e-Postcard) or have reported annual gross receipts under $50,000, and/or (ii) do not possess sufficient financial reserves to reasonably cover potential refund liability associated with their listed items.
6.2 In cases where Charitybuzz designates a Partner or Offer as Elevated Risk, Charitybuzz will provide written notice (typically via email) specifying:
a. The reasons for the designation;
b. Any additional information requested to evaluate risk or update Offer terms;
c. Any opportunity to rectify risk factors or provide supporting documentation;
d. The payment timeline applicable to the Offer, including use of “Net30, Post Fulfillment” timelines for Elevated Risk Offers.
6.3 If Partner fails to fulfill or maintain communication during risk-related review or Buyer dispute resolution, Charitybuzz may:
a. Remove, pause, or cancel the Offer;
b. Require additional documentation or guarantees before accepting future Offers;
c. Apply a temporary or permanent Elevated Risk designation to future submissions by the Partner.
7.1 Unless otherwise agreed in writing or subject to the Elevated Risk Policy in Section 6, Charitybuzz shall initiate payment to the Partner ninety (90) calendar days following confirmation of full funding of the Total Purchase Price by the Buyer (“Net90”).
7.2 For Offers designated as Elevated Risk, payment shall be initiated thirty (30) calendar days following confirmation that the Lot has been Fulfilled (“Net30”).
7.3 Prior to initiating any payment, Charitybuzz will issue an Activity Report that confirms all settled sales, outlines any applicable deductions (such as the Charitybuzz Fee or Offer Costs), and summarizes the Net Proceeds due to the Partner.
7.4 All payments will be issued via ACH, wire transfer, or other method designated by Charitybuzz. The Partner shall be responsible for providing and maintaining accurate remittance details.
7.5 If a full refund is issued to the Buyer before funds have been transferred to the Partner, no payment will be owed on that Offer. If funds have already been distributed to the Partner, Charitybuzz may recover the refund amount through offset against current available AP or by issuing an invoice payable within thirty (30) calendar days.
7.6 Charitybuzz shall retain the Charitybuzz Fee for all Fulfilled Lots, even in cases where a refund is processed, provided that the refund is attributable to Partner noncompliance or failure to fulfill. To recover these fees, deduction from scheduled distributions may be enacted. Where funds are not available, Charitybuzz will issue a Net30 invoice.
7.7 For U.S.-based nonprofit Partners receiving funds via Pledge, payments shall be subject to the additional grantmaking process described in Section 2.4 and coordinated by Charitybuzz.
8.1 Organization’s IP: Partner holds a valid license to use, or is the owner of, any URLs, logos, audio, video, images, trademarks, service marks, and trade names that it allows Charitybuzz to use (“Partner IP”). Partner grants Charitybuzz a non-exclusive, non-transferable, royalty-free license to use the Partner IP solely during the Term of this Agreement in connection with promoting and fulfilling the Offers and for identifying Partner as a customer or user of Charitybuzz’s services. All goodwill generated through use of Partner IP shall inure to the Partner’s benefit.
8.2 Charitybuzz’s IP: Charitybuzz retains ownership of all Charitybuzz logos, trademarks, service marks, and trade names (“Charitybuzz IP”) and grants Partner a non-exclusive, non-transferable, royalty-free license to use such marks solely in connection with the marketing and advertising of the Offers. Partner shall not use Charitybuzz IP in a manner that damages its reputation or implies endorsement outside the scope of this Agreement.
8.3 Use Standards: Each Party agrees to use the other’s marks and content in accordance with the quality, branding, and style guidelines provided. Neither Party shall sublicense, alter, or misrepresent the other’s marks, nor use them in association with third parties without prior written approval.
8.4 Indemnification for IP Infringement: Partner agrees to indemnify, defend, and hold harmless Charitybuzz and its affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any claim that the use of Partner IP, as authorized under this Agreement, infringes, misappropriates, or otherwise violates any intellectual property rights or proprietary rights of any third party.
8.5 This Agreement does not transfer ownership of any intellectual property rights. Each Party retains all right, title, and interest in and to their respective marks. Charitybuzz shall not attempt to register, nor permit others to register, any Partner IP, and the Partner shall not attempt to register or misappropriate Charitybuzz IP.
9.1 Each Party (a) represents and warrants that it holds a valid license to use, or is the owner of, any URLs, logos, trademarks, service marks, or other content that it authorizes the other Party to use in connection with the performance of this Agreement (collectively “Content”), and (b) grants the other Party a non-exclusive, non-transferable, royalty-free right to use such Content in connection with the performance of this Agreement, including promoting Charitybuzz and its services by identifying Partner as a user of Charitybuzz’s platform services. Each Party will use any Content furnished by the other Party in accordance with any instructions or standards communicated by such other Party. Neither Party will use any trademarks or names of the other Party in association with the names or marks of any other third party without prior written consent from the mark’s owner, nor in any way that causes, or is foreseeably likely to cause, damage to the reputation, business or goodwill of the mark’s owner.
9.2 Charitybuzz may provide marketing and/or public relations support to Partner at its discretion, taking into account specific Auction packages, newsworthiness and availability of high-profile participants for media opportunities. Charitybuzz may, at its reasonable discretion, issue media alerts or marketing materials that contain Partner’s name or information about Partner to help promote the Offer. In addition, Charitybuzz may include Partner’s name in other marketing materials used to promote Charitybuzz and its Services. If the Partner wishes to issue a public announcement, including press releases, media alerts and marketing materials, the announcement will be sent to Charitybuzz for review prior to release. Charitybuzz’s failure to respond to Partner’s request within forty-eight (48) hours of receipt will be deemed approval.
9.3 Partner agrees to use its digital and traditional marketing channels to promote the Offer, including but not limited to email blasts, social media, website presence, and media outreach.
10.1 Each Party will indemnify, defend, and hold the other Party and its officers, directors, employees, and agents harmless from any and all claims, liabilities, losses, expenses (including reasonable attorneys’ fees), and costs arising from any third-party action resulting from a breach of this Agreement or any negligent act or omission of the indemnifying Party.
10.2 If any government agency brings an enforcement action, including civil penalties, against one Party based on the other’s failure to comply with any applicable federal or state laws, the Party in breach will indemnify the other for any penalties or agreed settlements.
10.3 THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. CHARITYBUZZ EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
10.4 Charitybuzz does not guarantee uninterrupted or error-free service and will not be liable for damages arising from service interruptions, viruses, or system failures.
10.5 TO THE FULLEST EXTENT PERMITTED BY LAW, CHARITYBUZZ SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CHARITYBUZZ’S TOTAL AGGREGATE LIABILITY EXCEED THE AMOUNT PAID TO CHARITYBUZZ UNDER THIS AGREEMENT FOR THE AFFECTED LOT.
11.1 Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by a Force Majeure event. A "Force Majeure" event includes but is not limited to: natural disasters (e.g., earthquakes, floods, fires), acts of God, war, terrorism, pandemics, civil disturbances, labor strikes, government actions, or any other cause beyond the reasonable control of the affected Party.
11.2 The affected Party shall notify the other Party in writing of the Force Majeure event as soon as reasonably possible and shall use commercially reasonable efforts to resume performance.
11.3 Performance under this Agreement shall be excused for the duration of the Force Majeure event, and the time for performance shall be extended for a period equal to the duration of the delay.
11.4 If a Force Majeure event continues for more than ninety (90) days, the non-affected Party may terminate this Agreement upon written notice.
11.5 Refunds triggered due to Force Majeure events will be handled in accordance with Section 5 of this Agreement, including the potential for replacement Lots or recovery from the Partner if the funds have already been disbursed.
12.1 The Parties acknowledge and agree that Charitybuzz, its partners, and the Partner are independent contractors.
12.2 Nothing in this Agreement shall create or be construed to create the relationship of employer and employee, a partnership, joint venture, agency, or franchise between the Parties.
12.3 Each Party shall be solely responsible for the compensation, benefits, and work schedules of its respective employees, contractors, or representatives, and neither Party shall have the authority to bind the other or incur obligations on the other's behalf without prior written consent.
13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.
13.2 In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties shall first attempt to resolve the matter informally through good faith discussions.
13.3 If the dispute cannot be resolved informally, the Parties agree to submit the matter to non-binding mediation with a mutually agreed mediator. If mediation fails, either Party may pursue final and binding arbitration administered by a reputable arbitration service in New York County, New York.
13.4 The Parties agree to waive any right to a jury trial and any right to participate in a class action lawsuit.
13.5 Judgment upon the arbitration award may be entered in any court of competent jurisdiction.
14.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations.
14.2 Amendments: No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.
14.3 Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Charitybuzz may assign this Agreement without consent to an affiliate or in connection with a merger or sale of substantially all of its assets.
14.4 No Waiver: The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
14.5 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14.6 Independent Legal Advice: Each Party acknowledges that it has had the opportunity to seek independent legal advice with respect to this Agreement and fully understands its rights and obligations hereunder.
14.7 Electronic Signatures: This Agreement may be executed and delivered by electronic means, and such execution shall be deemed binding and effective for all purposes.
14.8 Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
14.9 Successors and Assigns: This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors, assigns, and legal representatives, provided that any assignment complies with Section 14.3 of this Agreement.