Terms and Conditions

1. Introduction

Welcome to Daffodil Technologies, Inc. (dba “Daffodil,” “we,” “our,” or “us”).

These Terms and Conditions (“Terms”) govern access to and use of Daffodil's websites, Mission Control platform, Discovery Network, donation and grantmaking features, educational content, and related products and services (collectively, the “Services”).

By accessing or using the Services, you agree to these Terms. If you use the Services on behalf of an organization (“Customer”), you represent that you are authorized to agree to these Terms on its behalf.

If Daffodil and a Customer enter into an Order Form or other written agreement covering the Services, that agreement also applies. If there is a conflict, the signed agreement controls.

2. Our Services

Daffodil provides technology and services that support charitable giving, donor engagement, nonprofit discovery and research, and charitable program administration.

Our Services may include:

• Mission Control, which helps organizations support charitable programs such as donor-advised funds, donor relationships, communications, reporting, research, and related workflows;
• nonprofit discovery, research, diligence, and impact information;
• tools for donors, advisors, nonprofits, foundations, and other organizations;
• donation and grantmaking services; and
• educational programs and content.

Not every Service includes donation processing, custody of charitable assets, or a Daffodil-sponsored donor-advised fund.

3. Customer and Third-Party Charitable Programs

Mission Control may be used to support donor-advised funds (“DAFs”) programs and other charitable programs sponsored or operated by a Customer or a third-party sponsoring organization.

In scenarios where Daffodil is not acting as a sponsoring organization, Daffodil's role is limited to the technology, administrative support, communications, research, and other services described in the applicable Service or Order Form.

Unless Daffodil expressly agrees otherwise in writing:

• Daffodil does not own, receive, hold, custody, invest, or exercise legal control over charitable assets administered through a Customer or third-party charitable program;
• Daffodil does not act as the sponsoring organization, custodian, trustee, investment manager, broker, or fiduciary for those assets;
• Daffodil does not approve or issue grants, or issue charitable tax receipts, except as described in Section 4 when Daffodil expressly provides or facilitates those services; and
• use of Mission Control does not transfer any of these responsibilities to Daffodil.

Donor recommendations or instructions submitted through Mission Control are advisory and remain subject to any review and approval required by the applicable sponsoring organization.

The Customer and applicable sponsoring organization are responsible for the legal and compliant operation of their charitable program, including grant approvals, charitable asset control, tax acknowledgments, required records and filings, and compliance with applicable laws and program policies.

Daffodil may provide information, workflows, eligibility information, research, or other compliance-support functionality, but this does not constitute Daffodil's approval of a transaction or determination of its legal or tax treatment.

If information displayed in Mission Control differs from the records of a sponsoring organization, custodian, financial institution, or other authoritative provider regarding assets, balances, transactions, investments, or grants, the records of that provider control.

4. Daffodil-Facilitated Donations and Grants

Certain Services may allow donors to make charitable contributions that are processed or facilitated by a Daffodil-affiliated charitable organization (e.g., Daffodil Charitable) or another sponsoring organization identified to the donor.

This Section applies only when Daffodil expressly provides or facilitates those services.

For those transactions:

• charitable contributions are generally final and irrevocable, except where otherwise required by law;
• applicable fees will be disclosed before a transaction;
• Daffodil may use third-party payment processors, financial institutions, and other service providers;
• transactions may be reviewed, delayed, rejected, or held where reasonably necessary for security, fraud prevention, compliance, or verification;
• grants and disbursements are subject to the policies and approval of the applicable sponsoring organization; and
• applicable tax receipts or acknowledgments will be issued by the appropriate charitable organization.

If a grant or disbursement is made in error, Daffodil or the applicable charitable organization may take reasonable and legally permitted steps to correct the error.

5. Accounts and Authorized Use

You must provide accurate information when creating an account and keep your login credentials secure. You must be at least 18 years old to create an account.

You are responsible for activity occurring through your account and must promptly notify Daffodil if you believe your account has been accessed without authorization.

Subject to these Terms and any applicable Order Form, Daffodil grants Customers and their authorized users a limited, non-exclusive, non-transferable right to access and use the Services during the applicable subscription term for their internal business and charitable-program purposes.

You may not:

• use the Services for unlawful, fraudulent, or abusive purposes;
• interfere with or attempt to gain unauthorized access to the Services;
• reverse engineer, copy, or commercially exploit Daffodil software except as permitted by law;
• upload malicious code;
• use the Services in a way that infringes the rights of others; or
• use automated systems in a manner that materially interferes with the operation or security of the Services.

6. Customer Responsibilities

Customers are responsible for:

• the accuracy and legality of information and instructions they provide through the Services;
• the activities of their authorized users;
• obtaining any permissions or rights needed to provide Customer Data to Daffodil;
• complying with laws and policies applicable to their charitable programs; and
• maintaining appropriate internal controls over their programs and accounts.

Daffodil is not responsible for decisions made by a Customer, donor, sponsoring organization, custodian, investment provider, or other third party based on information available through the Services.

7. Customer Data and Privacy

“Customer Data” means information submitted to Daffodil by or on behalf of a Customer in connection with the Services, including donor information, account information, giving history, grant information, communications, and other Customer records.

As between Daffodil and Customer, Customer owns its Customer Data.

Customer grants Daffodil the limited right to host, access, use, process, reproduce, and transmit Customer Data as reasonably necessary to:

• provide and support the Services;
• carry out Customer's instructions;
• maintain security and prevent fraud;
• comply with applicable law; and
• fulfill Daffodil's obligations under these Terms or an applicable agreement.

Daffodil may use aggregated or de-identified information that does not identify an individual or Customer to operate, understand, and improve the Services.

Daffodil does not sell personal information to third parties.

Daffodil will not use Customer Data, personal data, giving history, or activity on the Services to train, fine-tune, or improve any AI or machine learning model — whether Daffodil's own or those of its AI service providers. Daffodil's agreements with AI providers require that Customer Data is used solely to respond to requests and is not retained for model-training purposes.

Daffodil will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, loss, or disclosure.

Our collection and processing of personal information is also governed by our Privacy Policy.

8. Communications

Mission Control may allow Customers to create, manage, or send communications to donors, advisors, nonprofits, and other constituents.

Customer is responsible for determining the recipients, content, purpose, and legal basis for communications sent at Customer's direction, including obtaining any required permissions.

Daffodil is responsible for operating its communication functionality in accordance with Customer instructions and applicable law governing Daffodil in its role as a service provider.

Daffodil may provide tools for managing communication preferences and opt-outs.

9. Confidentiality

Each party may receive nonpublic business, technical, donor, financial, or other confidential information from the other.

Each party will use reasonable care to protect the other party's confidential information and will use it only as necessary to provide or receive the Services, perform an applicable agreement, or comply with law.

Confidential information does not include information that:

• becomes publicly available without breach of these Terms;
• was already lawfully known to the receiving party;
• is lawfully received from another source without a confidentiality obligation; or
• is independently developed without use of the other party's confidential information.

10. Intellectual Property

Daffodil and its licensors retain ownership of the Services and Daffodil's software, technology, designs, interfaces, branding, methodologies, templates, research processes, analytics, and other intellectual property.

Customers retain ownership of:

• Customer Data;
• their names, logos, and trademarks;
• content and materials they provide to Daffodil; and
• their other pre-existing intellectual property.

Customers grant Daffodil permission to use their materials as reasonably necessary to provide the Services.

Customers may use reports, communications, and other outputs generated specifically for them through the Services for their own business and charitable-program purposes.

Daffodil will not use a Customer's name or logo in public marketing, press releases, case studies, or customer lists without permission, unless otherwise agreed in writing.

11. Third-Party Services and Information

The Services may connect with or rely on third-party services, including sponsoring organizations, custodians, banks, payment processors, investment providers, data providers, communication providers, and other technology platforms.

Daffodil does not control those third-party services and is not responsible for their availability, accuracy, acts, or omissions except where expressly stated in a written agreement.

Information about nonprofits, grants, charitable eligibility, financial accounts, or other matters may come from public records, third parties, Customers, or other sources. Daffodil works to provide useful and accurate information but does not guarantee that third-party information is complete, current, or error-free.

12. Nonprofit Eligibility and Verification

Certain Services may require nonprofit organizations to verify their identity, charitable status, banking information, or other information.

Daffodil may request documentation, perform periodic reverification, or restrict access to certain features if an organization cannot be verified or no longer meets applicable eligibility requirements. Verification of bank account ownership may include micro-deposits or other standard banking verification methods.

Organizations are responsible for keeping information provided to Daffodil accurate and current, including promptly notifying Daffodil of any change in nonprofit status, legal standing, or banking information.

13. Subscriptions and Billing

Daffodil Services may be offered through free, monthly, annual, custom, or enterprise plans. Fees, billing schedules, subscription terms, and other commercial terms may also be set forth in an applicable Order Form or signed agreement.

14. Educational Content

Daffodil may offer webinars, courses, certifications, reports, and other educational content.

Unless otherwise stated:

• purchases of educational content are not charitable contributions or tax-deductible donations;
• content is for the purchaser's authorized use and may not be copied, resold, or distributed without permission;
• purchases are non-refundable after the applicable program or event has occurred, except where required by law or where Daffodil cancels the program; and
• educational content is provided for informational purposes and is not legal, tax, financial, investment, or accounting advice.

15. No Professional Advice or Guarantee of Outcomes

Daffodil may provide research, analytics, recommendations, educational materials, or artificial-intelligence-assisted features.

These features support decision-making but do not constitute legal, tax, accounting, investment, financial, or other professional advice.

Customers and users remain responsible for their decisions and should consult qualified professionals where appropriate.

Daffodil does not guarantee any particular fundraising, grantmaking, donor-engagement, charitable, financial, or other outcome from use of the Services.

16. Service Commitment and Disclaimer

Daffodil will provide paid Services in a professional manner and substantially in accordance with applicable product documentation and any signed agreement.

Technology services may occasionally be unavailable, interrupted, delayed, or contain errors.

Except for commitments expressly stated in these Terms or a written agreement, and to the fullest extent permitted by law, the Services are provided “as available,” and Daffodil disclaims warranties not expressly provided here.

Daffodil does not guarantee uninterrupted or error-free operation or the accuracy of information supplied by third parties.

17. Limitation of Liability

To the fullest extent permitted by law, neither Daffodil nor Customer will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, or lost business opportunities arising from the Services.

Unless a separate written agreement provides otherwise, Daffodil's total aggregate liability arising from the applicable Services will not exceed the fees paid or payable to Daffodil for those Services during the 12 months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes liability that cannot legally be limited or excluded.

18. Indemnification

Customer will defend and indemnify Daffodil against third-party claims arising from:

• Customer Data or content that Customer did not have the right to provide or use;
• communications sent at Customer's direction;
• Customer's operation of its charitable program;
• Customer's unlawful use of the Services; or
• Customer's material violation of these Terms.

For paid Mission Control Customers, Daffodil will defend Customer against third-party claims alleging that Daffodil's unmodified Services, when used as authorized, infringe a United States intellectual property right.

Daffodil's obligation does not apply to claims arising from Customer Data, third-party products or services, modifications not made by Daffodil, combinations with products not provided by Daffodil, or use of the Services in violation of these Terms.

The party requesting indemnification must promptly notify the other party of the claim and reasonably cooperate in its defense.

19. Suspension, Termination, and Customer Data

Daffodil may suspend or terminate access to the Services for:

• material violation of these Terms or an applicable agreement;
• failure to pay amounts when due;
• fraudulent or unlawful activity;
• material security risks; or
• activity that could materially harm Daffodil, its Customers, users, or Services.

Where practical, Daffodil will provide notice and a reasonable opportunity to cure an ordinary breach before terminating a paid Customer's access.

Following expiration or termination of a paid Mission Control subscription, Customer may request an export of its Customer Data for 30 days unless a separate agreement provides otherwise.

After that period, Daffodil may delete Customer Data in accordance with its retention practices, Privacy Policy, and legal obligations.

Outstanding payment obligations and provisions that by their nature should survive termination will remain in effect.

20. Changes to These Terms

Daffodil may update these Terms from time to time.

If we make material changes, we may notify affected users by email, through the Services, or by another reasonable method. Updated Terms will include a revised “Last Updated” date.

Changes to these Terms will not override negotiated terms in an existing signed agreement unless that agreement expressly permits it.

21. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Unless a separate written agreement provides otherwise, disputes arising from these Terms or the Services will be resolved in the state or federal courts located in Delaware.

22. Relationship of the Parties

Daffodil and Customer are independent contractors.

Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, employment, or similar relationship between the parties.

Neither party has authority to bind the other unless expressly authorized in writing.

23. Other Agreements

These Terms apply generally to use of the Services.

If Daffodil and a Customer enter into an Order Form, Master Services Agreement, Data Processing Addendum, subscription agreement, or other written agreement covering the Services, those documents will be read together with these Terms.

Use of a Daffodil Charitable donor-advised fund is also governed by the Member Agreement and the Fee Schedule. Those documents, not these Terms, govern Daffodil Charitable's role as a sponsoring organization, including legal control of contributed assets, grantmaking authority, and DAF-specific fees.

If their terms conflict, the signed agreement will control with respect to that Customer and Service. For Daffodil Charitable donor-advised fund accounts, the Member Agreement and Fee Schedule control with respect to the matters they cover.

24. General

Neither party will be liable for a failure or delay caused by circumstances beyond its reasonable control, except for payment obligations.

A failure to enforce a provision of these Terms is not a waiver of that provision.

Customer may not assign its rights under these Terms without Daffodil's consent, except in connection with a merger, reorganization, or sale of substantially all of its relevant business or assets. Daffodil may assign these Terms in connection with a merger, reorganization, financing, acquisition, or sale of all or substantially all of its business or assets.

If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect.

25. Contact Us

Questions about these Terms may be sent to:

• Daffodil Technologies, Inc.
• 4534 Yates Street
• Denver, CO 80212
• hello@getdaffodil.com