Member Agreement
Welcome to the Fiscal Sponsorship Commons (the “FS Commons”), a resource platform administered by Social Impact Commons, Inc., a 501(c)(3) Public Charity with EIN #35-2599700 (“Impact Commons”, “us” or “we” ). By clicking “I Agree” or by accessing the FS Commons, you (the “Member” or “you”) agree to be bound by these terms of this Membership Agreement.
1. FS Commons Resources. Your membership provides access to paid tiers of the FS Commons, a curated suite of resources related to fiscal sponsorship and nonprofit infrastructure sharing including our resource library, DIY templates, toolkits, community conversations, workshops, and discussion forums. We designed the FS Commons to be a community-built and stewarded resource, and will add resources on an ongoing basis. A current description of FS Commons resources is found here.
2. Authorized Users
a. Individual Members: If you are an individual joining the FS Commons for yourself, rather than on behalf of an organization or company, you are an Individual Member and your account is for you and you alone. You may not share your login credentials or allow others to use your Membership.
b. Organization Members (Nonprofit & For-Profit): If you are not an Individual Member, you are an Organization Member. This means you are joining on behalf of a nonprofit organization or business. As an Organization Member, you may grant access to a certain number of "Authorized Users" (employees, board members, or volunteers) as described in our membership information. You are responsible for ensuring your Authorized Users adhere to this Membership Agreement and our Code of Conduct.
3. Commons Members. If you represent a 501(c)(3) public charity or would qualify as a public charity and further your organization’s exempt purposes, at least in part, by operating and/or supporting the operation of multiple semi-autonomous nonprofit programs - commonly referred to as fiscal sponsorship - you are further classified as a Commons Member of Fiscal Sponsorship. Certain benefits and privileges are available only to Commons Members as described in this Membership Agreement, the Impact Commons Direct Services Addendum, and on our website. You may opt out of being a Commons Member by notifying Impact Commons at admin@fscommons.org. Likewise, Impact Commons reserves the right to disallow Commons membership for any Organization Member and will notify you if such a determination is made.
a. Peer Governance (Commons Members Only). As a Type I Supporting Organization, Impact Commons is governed by those Members falling within the SIC Charitable Class that are additionally designated by the IRS as 501(c)(3) Public Charities. Members qualifying as Commons Members as defined in the Membership Agreement will be invited to provide nominees and cast one (1) vote on behalf of the Member in the election process for the Board of Directors of Impact Commons. The governance rights of qualified Commons Members Members are fully described in the Impact Commons bylaws, a copy of which will be provided upon request and is otherwise publicly available on our website.
b. Public Charity Status or Equivalent (Commons Members Only). If Member is a Commons Member, Member represents that it currently is and agrees it will continue to operate either 1.) as a compliant public charity pursuant to Section 501(c)(3) of the Internal Revenue Code; or 2.) if headquartered outside the United States, as the equivalent to a 501(c)(3) public charity in good standing in Member’s local jurisdiction. Member will immediately notify Impact Commons if it loses its public charity or equivalent status.
4. Direct Services. Members gain access to discounted or other incentivized direct advisory services and below-market rates on certain technology solutions and third-party products and services provided by or offered through Impact Commons and other other service providers (“Providers”) featured on fscommons.org. These services are described on the Impact Commons website and fscommons.org, and are governed by the Impact Commons Direct Services Addendum below, incorporated by reference and made part of this Membership Agreement.
5. Membership Dues. You are responsible for paying annual Member Dues to help support the administration and improvement of the FS Commons. The amount of your Membership Dues is set forth on the FS Commons Resource Page which may be updated from time to time. Your Dues Contribution will be invoiced upon accepting the terms of this Membership Agreement by clicking “I Agree” or otherwise signing this Membership Agreement.
6. Code of Conduct. By using the FS Commons in any capacity, you, along with your Authorized Users, if any, each agree to be bound by our Code of Conduct. You are responsible for making any of your Authorized Users aware of the Code of Conduct as well as any terms in this Membership Agreement applicable to your Authorized Users.
7. Intellectual Property. The resources shared on the FS Commons are collectively referred to as the “FS Commons Resources” and each individually as a “FS Commons Resource”.
a. Generally. Impact Commons owns the FS Commons and, unless agreed otherwise, Impact Commons, along with its affiliates, partners, and other subscribers own all rights, titles and interests in their respective contributions to the FS Commons. Unless a particular FS Commons Resource states otherwise, we grant you a limited, non-exclusive license to use the FS Commons Resources. You may not sell or license any FS Commons Resources or use them to start a competing resource library or develop a resource sharing platform similar to that of the FS Commons.
b. Your Contributions.
i. FS Commons Resources. The FS Commons is built, in part, on the ongoing contributions of FS Commons Resources by our community. Any resources you contribute to the FS Commons becomes a FS Commons Resource. You retain ownership of your contributions and grant to Impact Commons and our community of users, a limited, non-exclusive license to use said contributions. You represent and warrant that for any resources you or your Authorized Users contribute to the FS Commons, you and/or your Authorized Users have full authority to do so.
ii. Your Data. From time to time, Impact Commons may request you share certain data to improve upon and add functions and insights to the FS Commons for the benefit of you and our other members. You remain the exclusive owner of your contributed data and Impact Commons may only use said data for the purposes for which you contributed it.
c. Permission to Use Each Other's Marks.
i. Members Generally. During the term of your membership, Impact Commons gives you permission to use the name “Fiscal Sponsorship Commons” and associated logo(s) to describe our affiliation. The Fiscal Sponsorship Commons name and logo will at all times remain the exclusive property of Impact Commons. Likewise, during the term of your Membership, you give Impact Commons permission to use your name and associated logo(s) if any to describe you as a subscriber in our directory. Your name and logo(s) will at all times remain your exclusive property. The Parties agree to coordinate on more substantive press releases or dissemination initiatives.
ii. Commons Members. In addition to the usage terms set forth immediately above, Commons Members will be provided with a branded package package they may use to indicate their membership and participation in the Commons on Fiscal Sponsorship.
8. Your Feedback. Getting timely and honest feedback is critical to help us improve the FS Commons. You agree to provide periodic feedback as reasonably requested.
9. No Warranty ("As-Is"). We strive for excellence, but we cannot guarantee that every resource is perfect or fits your specific situation. The FS Commons and all FS Commons Resources are provided "as-is" and "as available." We disclaim all warranties, whether express or implied, including any warranties of merchantability or fitness for a particular purpose.
10. Authority. Each signatory represents it has the authority to enter into the Membership Agreement and this Services Addendum.
11. Resources Disclaimer. The FS Commons provides tools, templates, and general information about fiscal sponsorship and nonprofit management. The resources shared via the FS Commons are for informational purposes only and are not intended to be legal or professional financial services advice.
12. Limitation of Liability To the fullest extent permitted by law, Impact Commons (including our officers, directors, employees, and contractors) will not be liable for any indirect, incidental, or consequential damages arising from your use of the FS Commons. Our total liability for any claim related to this membership is limited to the amount you paid to us for your membership in the 12 months prior to the claim.
13. Venue & Dispute Resolution. All questions concerning the validity, operation, interpretation, and construction of the Membership Agreement will be governed by and determined in accordance with the substantive laws of the State of Delaware without regard to its conflicts of law provisions. In the event of a breach by one of the parties or disagreement between the parties concerning this Membership Agreement, both parties agree to use their best efforts to resolve the dispute between them and, failing that, with the use of an independent mediator prior to taking legal action.
14. Entire Agreement. This Member Agreement, including the Code of Conduct and the Impact Commons Direct Services Addendum referenced herein, constitutes the full understanding and agreement of the parties related to the FS Commons and our service offerings.
15. Entire Agreement. This Member Agreement, including the Code of Conduct and the Impact Commons Direct Services Addendum referenced herein, constitutes the full understanding and agreement of the parties related to the FS Commons and our service offerings.
Impact Commons Direct Services Addendum
This Impact Commons Direct Services Addendum (“Services Addendum”) is incorporated into and made part of the Fiscal Sponsorship Commons Membership Agreement (the “Membership Agreement”) entered into between Social Impact Commons and you, our Member. This Services Addendum becomes effective when your Membership Agreement first becomes effective. Capitalized terms not defined in this Services Addendum have the meanings set forth in the Membership Agreement.
1. Member Services, Shared Solutions and Associated Cost
a. Direct Services. Impact Commons and other service providers (“Providers”) featured on fscommons.org provide direct services (“Services”) to Members. A menu of Services we may provide is found here for Impact Commons and here for other service Providers. Advisory and management support time are subject to availability and approval of service requests. If requested, Providers will prepare scopes of work to describe the Services to be provided.
b. Shared Solutions (Commons Members only). Enterprise technologies, employee benefit products, and certain other resources are available to Commons Members only and may bear discounted fees that vary in accordance with need and utilization of the particular resource. Such offerings may require entering into separate agreements with different invoicing which will be agreed upon prior to Member utilization.
2. Costs. Time we spend providing Services to Member will bear below-market or other market-sensitive hourly, project-based, or retainer costs as listed on our websites or as otherwise agreed upon in writing, including email. Time spent preparing requested scopes are billed per applicable hourly Member rate. Travel time will be billed according to Provider policy. Providers may charge for up to 30 minutes time for scheduled meetings Member does not attend and does not cancel prior to 24 hours of the start time. Member will additionally reimburse Providers for any reasonable out-of-pocket expenses incurred by Providers when providing Services. Unless Member and Providers agree otherwise, Providers will issue periodic invoices for Services whenever total amounts due exceed a certain threshold, currently $500. All invoices are payable within 30 days of receipt.
3. Member Representative. Members receiving Services will appoint a Member Representative to Providers and communicate its choice of representative to Providers prior to the delivery of Services. Member may appoint a new Member Representative at any time, provided timely written notice is made to Providers. Member Representative must be an authorized representative for Member with the ability to make approvals and be Member’s primary point of contact with Providers.
4. Confidentiality. The Parties acknowledge that, in the course of their work together, certain confidential or proprietary information (collectively “Confidential Information”) may be disclosed by one Party to the other. Confidential Information will be identified as such and the Party who receives Confidential Information from the other Party will not disclose the same to third parties, other than disclosure to its employees and contractors who need to know and have a duty to comply with this provision. The receiving Party of Confidential Information will use the same only for the purposes related to its disclosure and will exercise reasonable care and precaution to protect the disclosing Party’s Confidential Information to prevent unauthorized disclosure. Confidential Information will not include information that can be demonstrated to be public as of the date of the agreement or becomes general information after such date through acts not attributable to the non-disclosing Party to this Services Addendum. Continuing Obligation. The obligations of this provision will continue indefinitely or for so long as permitted by applicable law.
5. Work Product. Except as noted under Data and Data Analysis below, Intellectual property rights in all original works produced by Providers specifically for Member pursuant to this Services Addendum (“Work Product”) will vest in Member upon full payment for time spent by Providers producing such particular works. A fundamental tenet of Providers is to share practical solutions and innovations broadly with our community via the Fiscal Sponsorship Commons. As such, Member grants a fully paid up, worldwide, unrestricted, irrevocable license, with right to sublicense (including under a Creative Commons sublicense) to Providers to use said Work Product in furtherance of its exempt purposes; namely by sharing the Work Product on the Fiscal Sponsorship Commons. In all instances, Providers will remove sensitive or Confidential Information belonging to Member that is embedded in Work Product prior to sharing with the community.
6. Data and Data Analysis. Impact Commons maintains robust data sets on nonprofits including the fiscal sponsorship field and individual practitioners derived from both public and private sources. Upon request and subject to our availability, as part of our Services, Impact Commons will produce deliverables (“Field Data Deliverables”) for Members involving data analysis. Field Data Deliverables will only utilize publicly available data sources and may not be derived in any manner from non-public sources such as information directly shared with us by other members absent their prior agreement. As Field Data Deliverables are derived from publicly available data sources, Impact Commons makes no representation or warranty regarding the accuracy of the underlying data from which our analysis is built. Upon creation, Impact Commons will hold title to all intellectual property rights in Field Data Deliverables and grants to Member a royalty-free license to Member to use the Field Data Deliverables for the purposes for which they were produced. In no circumstances may Member assign or sublicense Field Data Deliverables to third parties or use them to create proprietary or open source databases without the prior written permission of Impact Commons.
7. Liability, Indemnification, and Insurance
a. Mutual Indemnification. Each Party is responsible for its own acts and will defend, indemnify and hold harmless the other Party, including each of its respective officers, directors, employees, representatives, agents, successors and assigns from and against all claims of third parties, and all associated losses, to the extent arising out of that Party’s gross negligence, willful misconduct, or any breach of this Services Addendum.
b. Limitation of Liability. To the extent permitted by law, the total liability, in the aggregate, of Providers its officers, directors, partners, employees, agents, and subcontractors, to Member, and anyone claiming by, through, or under Member for any claims, losses, costs, or damages whatsoever arising out of, resulting from or in any way related to this Services Addendum and/or services provided to Member by Providers from any cause or causes whatsoever will not exceed the total Base Membership Dues received by Providers from Member for the 12 months preceding the date Providers is notified of the claim. Member will notify Providers of any such claim within 30 days of its becoming aware of the claim.
c. Insurance. Providers and Member agree to carry adequate liability and other appropriate forms of corporate insurance, including but not limited to, workman’s compensation, general liability and employee fraud, pertaining to the activities of their respective entities and, wherever relevant, to the terms of this Services Addendum.
8. Termination & Survival. Termination of the Services Addendum is governed by the Membership Agreement. The Parties’ obligations under Sections 4, 5, 6, 7, 8, and 9 of this Services Addendum shall continue to apply to the Parties for a period lasting two years after the Membership Agreement is terminated.
9. Miscellaneous Terms.
a. Limits of Relationship. Each Party is solely responsible for its own actions and decisions. Providers and its agents and employees are not employees of Member. Neither Party may act as an agent for the other Party absent mutual written agreement. For the avoidance of doubt, Providers do not assume responsibility for the financial health, compliance, or for any regulatory matters whatsoever related to Member. It is understood that, unless agreed upon in writing by you and a specific Provider, Providers do not act as legal counsel or provide CPA services for Members. In the event Providers agree to provide bookkeeping or similar services to Member, Providers will rely exclusively on the information provided by Member and ultimate responsibility for the accuracy of Member’s books and financial records shall remain with Member at all times.
b. Order of Precedence. In the event of any conflict or inconsistencies between the terms and conditions of this Services Addendum and the Membership Agreement, this Services Addendum shall control.