Terms of Service

Last Updated: 27 June 2023

These Terms of Service (“Terms of Service”) constitute a binding legal agreement between you (“you,” “your,” or “user”) and FreeWill Co. (“FreeWill,” “we,” “our,” or “us,” and together with you, the “parties”) and govern your use of the Cocatalyst platform (the “Platform”), including its websites, subdomains, and any other websites or mobile applications referencing, embedding or linking to these Terms of Service, including the website located at https://www.cocatalyst.org/.

The Platform is owned and operated by FreeWill.  Before accessing or using any part of the Platform, you should read carefully these Terms of Service.  Your access to and use of the Platform are subject to these Terms of Service, as well as to all applicable laws and regulations and any other terms and conditions as may be set forth by FreeWill.  If you do not agree with these Terms of Service, you are not granted permission to access or otherwise use the Platform.  

By accessing and using the Platform, you (i) represent and warrant that you are at least 18 years of age and legally able to enter into a contract; (ii) accept and agree to abide by these Terms of Service and all applicable laws and regulations; (iii) agree that these Terms of Service are supported by reasonable and valuable consideration; and (iv) acknowledge the receipt of such consideration.

FreeWill may revise or modify these Terms of Service from time to time without advance notice by posting here.  You will be bound by any such revised or modified Terms of Service if you continue to use or access the Platform after such changes are posted.  The date these Terms of Service were last updated is stated at the beginning of this document.  You are encouraged to review these Terms of Service periodically for updates and changes.

DESCRIPTION OF THE PLATFORM

The Platform allows individuals to donate stock and other securities (“Stock Gifts”) to support their favorite charitable causes.  All Stock Gifts donated through the Platform are legally received by our affiliated FreeWill Impact Fund (EIN: 86-1218871), a 501(c)(3) tax-exempt public charity, to provide users the ability to support various charitable organizations by facilitating the receipt and processing of Stock Gifts through the Platform.  The Platform also provides certain Content (as defined below) and services to help facilitate your donations (the “Services”).

INTELLECTUAL PROPERTY RIGHTS

All trademarks, service marks, and trade names on the Platform, including the FreeWill and Cocatalyst marks (collectively the “Marks”) are trademarks or registered trademarks of, and are proprietary to, FreeWill or other owners that have granted FreeWill the right and license to use such Marks. FreeWill owns all rights, title, and interest in the Platform and Services, all text, content, graphics, interfaces, code and materials, the look and feel, selection and arrangement, design, and organization of the Platform and Services, and the compilation of the content, information, code, data, and materials on the Platform and Services, including all intellectual property and proprietary rights (collectively, the “Content”). The Platform, Services, and Content are copyrighted and are the property of FreeWill. 

The compilation (meaning the collection, arrangement and assembly) of all Content is also the exclusive property of FreeWill, and is protected by U.S. and international copyright laws. Except as otherwise expressly stated herein or as expressly permitted, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or Content obtained from the Platform, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of FreeWill, or any applicable third-party suppliers or authorized users. The use of Content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by FreeWill. Any unauthorized use of any of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. FreeWill does not warrant nor represent that your use of any Content or materials displayed on the Platform will not infringe rights of third parties.

Except as we specifically agree in writing, no Content from the Platform may be used, reproduced, transmitted, distributed, or otherwise exploited in any way other than as part of the Platform. Requests for written consent may be made via email to help@freewill.com.

DONATIONS

FreeWill Impact Fund has exclusive legal control over and ownership of any Stock Gifts, and all Stock Gifts are final and nonrefundable.  Accordingly, FreeWill Impact Fund will issue a donation receipt to the donor of each Stock Gift (each, a “Donor”) and make any filings required by the IRS for recipients of charitable donations. Under applicable U.S. federal tax law, donations of stock are considered donations of property. Stock gifts to FreeWill Impact Fund are generally tax-deductible for U.S. donors. FreeWill and FreeWill Impact Fund cannot provide any tax or legal advice. Please consult your own tax advisor regarding any questions relating to the tax-deductibility of your Stock Gift. FreeWill Impact Fund automatically liquidates Stock Gifts on an appropriate exchange market, as determined by FreeWill Impact Fund in its sole discretion, for U.S. dollars.  If you are using the Platform to make a Stock Gift, you will be deemed to have recommended that FreeWill Impact Fund make a grant to the organization that you selected or that is pre-selected on the website or application you used to access the Platform (“Designated Charity”) in an amount equal to the net proceeds of your Stock Gift.  Subject to a Designated Charity’s satisfaction of the Eligibility Requirements (described below), FreeWill Impact Fund will make a grant of the net proceeds of liquidated Stock Gifts (“Grants”) to the Designated Charity.  The “net proceeds” of liquidatedStock Gifts are equal to the gross proceeds of the liquidated Stock Gift minus exchange fees, licensing fees and processing fees of up to 4.95% of the gross dollar proceeds of each liquidated Stock Gift (collectively, “Transaction Fees”).  These Grant distributions are made by FreeWill Impact Fund twice per month pursuant to the grantmaking procedures outlined below.

In order for an organization to be included as a Designated Charity on the Platform, and receive Grants from FreeWill Impact Fund, the organization will need to meet the following eligibility requirements: (i) be recognized by the IRS as exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code; (ii) be classified as a public charity under Section 509(a)(1) or 509(a)(2) of the Internal Revenue Code; (iii) be in good standing with applicable state and federal regulatory authorities; (iv) not promote, either directly or through its officers and directors, hate, violence, or racial intolerance; (v) not engage in money laundering or other illegal activities; and (vi) not be named on the U.S. Office of Foreign Assets Control watch list (the “Eligibility Requirements”). FreeWill Impact Fund reserves the right to modify the Eligibility Requirements at any time. 

While FreeWill Impact Fund will make every effort to respect donors’ preferences, FreeWill Impact Fund retains exclusive control over all donations made to FreeWill Impact Fund. If a Designated Charity fails to satisfy all of the above Eligibility Requirements, Grants that donors requested be made to an ineligible organization will be made to an alternative nonprofit organization that does satisfy the Eligibility Requirements.  The selection of such alternative organizations will be made at FreeWill Impact Fund's sole discretion, but FreeWill Impact Fund will strive to select organizations by whom gifts will be put to the highest value charitable use.  Please note that FreeWill Impact Fund will not issue refunds to Donors, except in cases of fraud, as determined by FreeWill Impact Fund in its sole discretion. 

NO SOLICITATION OR ENDORSEMENT

The Platform may from time to time provide a selected list of Designated Charities to which you can request that your Stock Gifts go to support via a grant of the net proceeds of the Stock Gift.  In some cases, we may also display an organization’s logos or provide additional information about that philanthropic organization, apart from the aggregated list. Be advised that the listing or display of a philanthropic/charitable organization on the Platform does not constitute a solicitation of donations; FreeWill does not engage in any solicitation activities on behalf of, or endorse, any of the philanthropic organizations that may be included on the Platform, nor does it consult on the solicitation of contributions, on behalf of any organization that may be included on the Platform. 

Any list of philanthropic/charitable organizations displayed on the Platform is provided as a convenience to you, and is not intended to constitute advice, endorsement or recommendations of any kind, and you assume the sole and complete responsibility to assess, review and verify the suitability of any Designated Charity that you select. 

RESERVATION OF RIGHTS

FreeWill reserves the right in its sole discretion and at any time to modify, interrupt, limit, suspend or discontinue, temporarily or permanently, the Platform, in whole or in part, including, but not limited to, as we deem necessary for purposes of maintenance, upgrades and the like, or to maintain the Platform or to comply with applicable law.  FreeWill shall not be liable to you or to any third party for any such modifications, interruptions, suspensions or discontinuances of the Platform. 

ACKNOWLEDGMENTS  

By accessing or using the Platform, you represent that you are at least 18 years of age.  If you are less than 18 years of age, you are prohibited from using the Platform. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Platform. In addition, you also acknowledge and agree that use of the Internet and access to or transmissions or communications with the Platform is solely at your own risk.  While FreeWill has endeavored to create a secure and reliable Platform, you should understand that the confidentiality of any communication or material transmitted to or from the Platform over the Internet or other form of global communication network cannot be guaranteed.  Accordingly, FreeWill is not responsible for the security of any information transmitted to or from the Platform.  

PROHIBITED USE/ACTIVITIES

In addition to any other restrictions or conditions of use, you hereby acknowledge, and represent and warrant, that when you use any element of the Platform, you will not:  

  • 1. create a false identity for the purpose of misleading others or impersonating any person or entity; 

  • 2. violate any applicable local, state, national or international law;

  • 3. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform or in any way, modify or make derivative works based upon the Platform; 

  • 4. create Internet “links” to the Platform or “frame” or “mirror” the Platform on any other server or wireless or Internet-based device; 

  • 5. reverse engineer or access the Platform in order to (a) design or build a competitive product or service, (b) design or build a product using similar ideas, features, functions or graphics of the Services or Platform, or (c) copy any ideas, features, functions or graphics of the Services or Platform;

  • 6. launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services or Platform;

  • 7. interfere with or disrupt the integrity or performance of the Platform or the data contained therein, or attempt to gain unauthorized access to the Platform or its related systems or networks.

FreeWill will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. You acknowledge that FreeWill has no obligation to monitor your access to or use of the Platform, but has the right to do so for the purpose of operating the Platform and providing the Services, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. FreeWill reserves the right, at any time and without prior notice, to suspend, terminate, restrict, or permanently bar your use of and access to the Platform (or any portion thereof) if we believe, in our sole discretion, that you have engaged, or may engage, in any of the above prohibited activities.

DISCLAIMERS

THE CONTENT, THE PLATFORM, THE SERVICES, OR ANY THIRD-PARTY PLATFORM OR SERVICES LINKED TO OR FROM THE PLATFORM OR OTHERWISE ACCESSED BY YOU IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT ANY CONTENT WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM, THE SERVICES, OR THE SERVERS THAT MAKE SUCH CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY CONTENT. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST US WITH RESPECT TO CONTENT AND ANY CONTENT YOU PROVIDE TO ANY THIRD-PARTY PLATFORM (INCLUDING ANY PERSONAL INFORMATION YOU PROVIDE).

INDEMNIFICATION

You hereby agree to indemnify, defend, and hold us, our licensors, licensees, distributors, agents, representatives, and other authorized users, and each of the foregoing entities’ respective resellers, distributors, service providers and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives, and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all losses, damages, liabilities, and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms of Service or claims arising from your use of the Platform, Services, or Content. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, OR SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOST DATA, PERSONAL INJURY (INCLUDING DEATH), AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE, THE PLATFORM, SERVICES, OR CONTENT, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM OR SERVICES OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THE PLATFORM OR SERVICES. MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS, OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, OR SUPPLIERS, BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS CONTAINED HEREIN AND ELSEWHERE IN THESE TERMS OF SERVICE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

TERM AND TERMINATION  

These Terms of Service and your right to use the Platform will take effect at the moment you visit or access the Platform or any of its features, and are effective until terminated as set forth below. In addition, FreeWill reserves all of its legal rights to pursue any and all legal remedies if we believe you are using the Platform for fraudulent or unlawful activity or you are taking any actions or omissions that violate any term or condition of these Terms of Service, or in order to protect its name and goodwill, its business, and/or other users.  Termination will be effective without notice.  You may also terminate these Terms of Service as they apply to your use of the Platform at any time by ceasing to use the Platform and all of its related features, including any Content FreeWill created via the Platform, but all applicable provisions of these Terms of Service intended to survive termination will so survive.   In addition to the miscellaneous section below, the provisions concerning FreeWill's proprietary rights, indemnity, disclaimers of warranty, limitation of liability, dispute resolution, and governing law will survive the termination of these Terms of Service for any reason.

DISPUTE RESOLUTION BY BINDING ARBITRATION

Please carefully read this part of these Terms of Service. It contains important information about how disputes, claims, and controversies in relation to your use of FreeWill’s Services shall be resolved. If you don’t understand the meaning or extent of this provision, you should seek the opinion of independent counsel.

It is our goal to resolve through negotiation any dispute, claim, or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof, or to the use of FreeWill’s Services. In case we fail to reach a resolution of the dispute, claim or controversy, you and FreeWill agree to submit the dispute to binding arbitration, in accordance with the terms and conditions set forth below (the “Arbitration Agreement”).

Arbitration is a much less formal dispute resolution process in which no judge or juries will adjudicate or find the facts in dispute. Arbitration uses a neutral arbitrator to give the final decision (technically called an “award”), has a much simpler discovery process, and is subject to very limited review by the courts. Additionally, arbitration awards are normally not appealable, and, therefore, it is normally a faster and less expensive method of dispute resolution.

  • Binding Arbitration and Rules: You and FreeWill agree that any controversy or claim arising out of or relating to these Terms of Service or the Platform, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and Consumer Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You can find the AAA arbitration rules and forms on their website: consumer arbitration rules, commercial arbitration rules, and consumer filing forms. You can also call the AAA for further information at 1-800-778-7879. These Terms of Service may change the AAA rules expressly or by necessary implication. The Federal Arbitration Act shall govern the interpretation and applicability of this Arbitration Agreement. Further, You and FreeWill agree that the United Nations Convention on Contracts is excluded and not applicable to this relation.

  • Arbitration Initiation: The Party initiating the proceedings must provide a written notice to the other Party in accordance with the AAA rules and forms. You can find the AAA arbitration rules and forms on their website: consumer arbitration rules, commercial arbitration rules, and consumer filing forms. The written notice must be addressed to FreeWill Co., Attn: Legal Dep’t, 2041 East St, PMB 615, Concord, CA 94520.

  • Single Arbitrator: Claims shall be heard by a single arbitrator, unless both Parties expressly agree otherwise. The arbitrator will be selected by the Parties from the AAA’s roster of consumer dispute arbitrators, and if the Parties fail to agree on the arbitrator appointment the AAA rules will govern the arbitrator’s choice.

  • Venue: The place of arbitration shall be New York City, New York. Hearings will take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in-person hearings.

  • Arbitrator Limitations: To the maximum permitted by law and coherent to these Terms of Service: (i) the arbitrator will have no authority to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute; (ii) the arbitrator shall not award consequential damages in any arbitration initiated under this section; (iii) any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any Party other than the direction to pay a monetary amount.

  • Class Action, Jury and Bench Trial Waiver: You and FreeWill hereby agree that in no circumstance any dispute, claim, or controversy between the Parties will be subject to a jury or bench trial in any court or tribunal. Both Parties, therefore, renounce the right to jury trial. Furthermore, You and FreeWill expressly waive any rights to join a class action, as a plaintiff or class member, and that unless both Parties expressly agree, the arbitrator will not be allowed to consolidate more than one person’s claims in the arbitration proceeding.

  • Fees: Each Party has the responsibility to pay the filing fees, administrative expenses and arbitrator fees in accordance with theto the effective AAA rules. If your claim for damages does not exceed $75,000, and is not ruled as frivolous or based on improper purpose (as set forth in the Federal Rules of Civil Procedure 11(b)) by the Arbitrator, FreeWill will pay all such fees.

  • Award: The award shall be rendered in accordance with the AAA rules timeframe. Any award: (i) will be limited to the Parties in the dispute; (ii) will not affect third parties; (iii) will include findings and conclusions; (iv) will not be appealable; (v) will be coherent to these Terms of Service. FreeWill waives the right to recover expenses and attorney fees if it prevails in the arbitration procedure.

  • Exceptions: You and FreeWill retain the rights to initiate proceedings in any court or tribunal in order to obtain injunctive or equitable relief to protect intellectual property rights, both actual and threatened violations. Further, each Party retains the right to initiate proceedings in small claims courts.

  • Miscellaneous: This Arbitration Agreement will be in full force and effect after the termination of these Terms of Service, meaning that it will continue to govern the dispute resolution for the Parties. Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both Parties.

GOVERNING LAW

Any claim, dispute, or controversy relating to your use of the Platform shall be governed by the Arbitration Agreement set forth in these Terms of Service. If a judicial proceeding is commenced, the claim, dispute, or controversy shall be governed by the laws of the State of New York, without regard to its conflict of law provisions. You and FreeWill agree that the United Nations Convention on Contracts is excluded and not applicable to this relation.

You specifically consent to personal jurisdiction in New York in connection with any dispute between you and FreeWill arising out of these Terms of Service or pertaining to the Platform. You agree that the exclusive venue for any dispute between the Parties will be in the state and federal courts in New York. The foregoing paragraph shall not apply to North Carolina consumers.

NO CLASS ACTION

YOU AND FREEWILL AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR FREEWILL WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR FREEWILL ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND FREEWILL FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, FREEWILL, AND ALL PARTIES TO ANY SUCH PROCEEDING.

MISCELLANEOUS 

These Terms of Service constitute the entire agreement between you and FreeWill and govern your use of the Platform, superseding any prior agreements between you and FreeWill with respect to the subject matter hereof. You will not assign the Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of FreeWill. Any purported assignment or delegation by you without the appropriate prior written consent of FreeWill will be null and void. We may assign these Terms of Service or any rights hereunder without your consent. Failure by FreeWill to insist on strict performance of any of the terms and conditions of these Terms of Service will not operate as a waiver by FreeWill of that or any subsequent default or failure of performance.  The Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject FreeWill to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Platform or any portion of the Platform, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the service or other features that the Platform provides.  If any provision (or part thereof) contained in these Terms of Service is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.  No joint venture, partnership, employment, or agency relationship exists between you and FreeWill as a result of these Terms of Service or your utilization of the Platform.  Headings used herein are for convenience only and will not control or affect the meaning or construction of these Terms of Service.