LAST UPDATED: June 23rd, 2025

INTRODUCTION:

Welcome!

NeedList.ORG is a US 501(c)(3) not-for-profit corporation that, with its affiliates, officers, directors, agents, employees, and representatives (collectively “NLO”), operates the NeedList.ORG application, platform, website and associated sites (“App”).

Throughout this Agreement, “we,” “our,” and “us” means NLO unless otherwise indicated.

These Terms of Use (“Terms of Use” or “Agreement”) are a contract between you and NLO, and govern your access and use of the NeedList.ORG App and all other sites owned and operated by NLO that have this Agreement posted, including, but not limited to, all transactions conducted on the App and all NLO services provided in connection with the App (together with the App, the “Service”).

By accessing or using the Service, you signify that you have read and agree to all of the terms and conditions in, and linked to, this Agreement (including the Privacy Policy).

By using the Service in any manner, including, but not limited to, visiting or browsing the App or contributing content, information, or other materials or services to the App, you agree to be bound by this Agreement.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE APP OR SERVICE.

SUMMARY OF SERVICE:

NeedList.ORG is a platform enabling donors (“Users”) to contribute towards the listed and approved goods and services (“NeedLists”) of vetted charitable initiatives (“Charities”) sourced from sponsor businesses and suppliers (“Sponsors”) invited to the Service by NLO.

Through the Service, electronic communications, and other media, the Service may make accessible various content, including videos, images, artwork, audio, text, comments, data, scripts, other materials and information, and associated trademarks and copyrightable works (collectively, "Content").

Users of the Service may have the ability to contribute, add, create, upload, submit, distribute, share, facilitate the distribution of, collect, post, or otherwise make accessible ("Post") Content ("User Submissions").

ACCEPTANCE OF TERMS:

The Service is offered subject to acceptance of all the terms and conditions contained in this Agreement, including the Privacy Policy available at https://needlist.org/privacy, and all other operating rules, policies, and procedures that may be published on the App by NLO, which are incorporated by reference.

These Terms of Use apply to every User of the Service.

In addition, some services offered through the Service may be subject to additional terms and conditions adopted by NLO (“Supplemental Terms”) which will either be listed in the Terms of Use or presented to you for your acceptance when you sign up to use the supplemental service(s).

Your use of those services is subject to those Supplemental Terms, which are incorporated into these Terms of Use by this reference.

If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such supplemental service(s).

The Service is available only to individuals who are at least 18 years old (or at least 13 years old and have the permission of a parent or legal guardian).

You represent and warrant that if you are an individual, you are at least 18 years old (or at least 13 years old and have the permission of a parent or legal guardian) and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful.

If you are creating a NeedList on behalf of an organization, you represent that you have the authority to enter into the Terms of Use on behalf of the organization you have named as the User, and to bind that company to the Terms of Use.

NLO may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time.

NEEDLIST DONATIONS:

NeedList.ORG is a platform where Users can fund NeedLists of goods and services from Sponsors created by vetted Charities.

By funding a NeedList with the Service, you agree to be bound by this entire Agreement, including the following terms:

• You agree to provide your payment information at the time you donate towards a NeedList. The payment will be collected by NLO at the time of your donation. The amount you donate is the amount you will be charged.

• You agree to provide NLO with valid payment information (a credit or debit card from Visa, MasterCard, or any other issuer accepted by us) or payment account credentials with a payment processor such as PayPal ("Payment Provider").

• Your Payment Provider agreement governs your use of the designated payment method or payment account credentials, and you must refer to that agreement and not these Terms of Use to determine your rights and liabilities.

• By providing NLO with your payment information or payment account credentials and associated payment information, you agree that NLO is authorized to immediately invoice your Account for all donations that you make to NLO or a NeedList and that no additional notice or consent is required.

• You agree to immediately notify NLO of any change in your billing address or the payment information or payment account credentials used for payment hereunder. NLO reserves the right at any time to change its billing methods, either immediately upon posting on the App or by e-mail delivery to you.

• NLO reserves the right to cancel a donation at any time and for any reason.

• NLO reserves the right to reject, cancel, interrupt, remove, or suspend a NeedList at any time and for any reason. NLO is not liable for any damages as a result of those actions. NLO may or may not comment on the reasons for any of those actions. In the event that a NeedList is rejected, canceled, interrupted, removed, or suspended, all Users that have funded the affected NeedList will be so notified, after which the User will be able to elect to have their donation refunded or redirected for a period of seven (7) days. If the User fails to elect their donation be refunded, donated funds will be reallocated to other NeedLists.

One hundred percent (100%) of the amounts donated to a NeedList by a User, minus any applicable payment processing fees and taxes, will be restricted and allotted to only purchase and deliver the line item or items approved to be funded in the NeedList.

Users also have the option of donating an additional amount directly to NLO; one hundred percent (100%) of these amounts are used to fund the charitable operations of NLO.

By making a donation to a NeedList, you understand that NLO provides a platform to facilitate such donations, but that NLO is not a party to any agreement between any users. NLO is not a broker, agent, financial institution, creditor, or insurer for any user, and we do not intend to provide financial, legal, tax, or other professional advice. Before making any decision regarding any donations, you should consult your financial, legal, tax, or other professional advisor as appropriate. You acknowledge that you access any App Content by using the App at your own risk.

RULES AND CONDUCT:

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use or law.

The Service is provided only for your own personal, non-commercial use.

You are responsible for all of your activity in connection with the Service.

You shall not, and shall not permit any third party to, take any action, or submit Content, that:

• infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract;

• you know is false, misleading, or inaccurate;

• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another’s privacy;

• constitutes unsolicited or unauthorized advertising or promotional material, or any junk mail, spam, or chain letters;

• involves commercial activities and/or sales without NLO’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes;

• contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment, or to damage or obtain unauthorized access to any system, data, password, or other information of NLO or any third party, including, but not limited to, violating or attempting to violate any security features of the Service;

• is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; or impersonates any person or entity, including any employee or representative of NLO.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by NLO in its sole discretion) an unreasonable or disproportionately large load on NLO’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures NLO may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Mail list, Listserv, or any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “index” or “crawl” or “spider” or “map” or “trace” any page of the App (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).

You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; (iii) frame or utilize framing techniques to enclose any trademark, logo or other Content (including images, text, page layout or form) of NLO; (iv) access the Service to build a similar or competitive website, application or service; (v) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; or (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Service.

NLO and our suppliers and service providers reserve all rights not granted in these Terms of Use.

Any unauthorized use of the Service terminates the licenses granted by NLO pursuant to these Terms of Use.

You shall abide by all applicable local, state, national, and international laws and regulations.

You recognize that if you breach these Terms, it may cause NLO and others to suffer irreparable loss, damage, and harm in an amount not easily ascertained. You therefore agree that NLO may immediately seek an injunction against you to stop your distribution, display, or copying of any App content, and you waive any objection to the scope of such an action.

THIRD-PARTY APPS:

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Service.

When you access third-party websites, you do so at your own risk.

Those other websites are not under NLO’s control, and you acknowledge that NLO is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources.

The inclusion on another website of any link to the Service does not imply endorsement by or affiliation with NLO.

You further acknowledge and agree that NLO shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.

CONTENT AND LICENSE:

You agree that the Service contains Content provided by NLO and Users and that the Content may be protected by copyrights, trademarks, service marks, patents, trade secrets, or other rights and laws.

You shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any Content accessed through the Service.

NLO grants to each User of the Service a worldwide, non-exclusive, non-sublicensable, and non-transferable license to use and reproduce the Content, solely for personal, non-commercial use.

Use, reproduction, modification, distribution, or storage of any Content for other than personal, non-commercial use is prohibited without prior written permission from NLO, or from the copyright holder.

You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right.

INTELLECTUAL PROPERTY:

By submitting User Submissions on the App or otherwise through the Service, you agree to the following terms:

• NLO will not have any ownership rights over your User Submissions. However, NLO needs the following license to perform and market the Service: You grant to NLO the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf to) (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit your User Submissions and your trademarks, service marks, slogans, logos, and similar proprietary rights (collectively, the “Trademarks”) in connection with (a) the Service, (b) NLO’s (and its successors’ and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Service; (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Submissions and Trademarks in connection with the Service; and (iv) use and publish, and permit others to use and publish, the User Submissions, Trademarks, names, likenesses, and personal and biographical materials of you, in connection with the provision or marketing of the Service. The foregoing license grant to NLO does not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions.

• You are publishing your User Submissions, and you may be identified publicly by your name or User ID in association with your User Submissions.

• You grant to each Charity to which you make a Submission a non-exclusive license to access your User Submissions through the Service, and to use, edit, reproduce, distribute, prepare derivative works of, and display such User Submissions solely for personal or non-commercial use.

• You further agree that your User Submissions will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant all of the license rights granted herein.

• You will pay all royalties and other amounts owed to any person or entity based on your Submitting User Submissions to the Service or NLO’s publishing or hosting of the User Submissions as contemplated by these Terms of Use.

• NLO shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your User Submissions.

• All Content in any User Submissions publicly posted or privately transmitted through the App is the sole responsibility of the person from which that User Submission originated.

• NLO will not be liable for any errors or omissions in any Content.

• NLO takes every reasonable effort to verify the identity and legitimacy of Charities and Suppliers using our platform(s) and Service, but cannot guarantee the identity of any other Users with whom you may interact while using the Service.

• All Content you access through the Service is at your own risk and you will be solely responsible for any resulting damage or loss to any party.

• The use or other exploitation of User Submissions by NLO and Users as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

• You agree that submission of any ideas, suggestions, documents, and/or proposals to NLO through our suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that NLO has no obligations (including, without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to NLO a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise exploit in any manner, any Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service.

TERMINATION:

NLO may terminate your access to the Service, without cause or notice, which may result in the forfeiture and destruction of all Content and information associated with your NeedList and/or donations.

If you wish to delete your NeedList and remove yourself from the App, you must connect with the NLO team for instructions on appropriately doing so while respecting the legal rights of any contributors to your NeedList.

Any payment processing fees for any transactions and any donations or fees paid directly to NLO are non-refundable.

All provisions of the Terms of Use that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

WARRANTY DISCLAIMER:

NLO has no special relationship with, or fiduciary duty to, you.

You acknowledge that NLO has no duty to take any action regarding any of the following: which Users gain access to the Service; what Content Users access through the Service; what effects the Content may have on Users; how Users may interpret or use the Content; or what actions Users may take as a result of having been exposed to the Content.

NLO cannot guarantee the authenticity of any data or information that Users provide about themselves.

NLO cannot guarantee the accuracy or authenticity of any information contained in any NeedList nor any information Submitted by any Users concerning a NeedList beyond our due diligence in ascertaining the legitimacy of Charities allowed to create NeedLists on NLO.

You release NLO from all liability for your having acquired or not acquired Content through the Service.

The Service may contain, or direct you to websites containing, information that some people may find offensive or inappropriate.

NLO makes no representations concerning any Content on the Service, and NLO is not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Service.

NLO does not guarantee that any Content will be made available through the Service.

NLO has no obligation to monitor the Service or Content.

NLO reserves the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend any NeedList; (ii) remove, edit, or modify any Content, including, but not limited to, any User Submission; and (iii) remove or block any User or User Submission. NLO reserves the right not to comment on the reasons for any of these actions.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NLO, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT OR COVENANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITIONS LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-11): NLO MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE.

NLO will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on NLO’s equipment, transmitted over networks accessed by the App, or otherwise connected with your use of the Service.

NLO is under no obligation to become involved in disputes between any Users, or between Users and any third party, arising in connection with the use of the Service.

You release NLO, its officers, employees, agents, and successors in rights from claims, damages, and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Service.

If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor.”

INDEMNIFICATION:

You agree to indemnify, defend, and hold NLO and its affiliates, and each of its and its affiliates’ employees, contractors, directors, and suppliers, harmless from and against any and all loss, liability, claims, causes, actions, damages, or penalties, including reasonable attorneys’ fees incurred in connection with any claim made by any third party due to or arising out of the following:

1. Your use of any App or App Content in violation of any term of this Agreement or any applicable law or regulation;

2. Breach of your representations and warranties as set forth in these Terms;

3. Any User Content you provide to NLO or the App;

4. Any technical, security, or other disruption to the App or systems transmitting the App to you to the extent such disruption is related to your actions; or

5. Any action taken by us during or as a result of any investigation by us into you.

You agree that you will cooperate with us in the defense of any claim.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

LIMITATIONS OF LIABILITY:

IN NO EVENT SHALL NLO, ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, OR FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00). SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

INTERNATIONAL:

Accessing the App and Service is prohibited from territories where doing so is illegal. If you access the App or Service from locations outside of the United States, you do so at your own initiative and are responsible for compliance with local laws.

ELECTRONIC DELIVERY, NOTICE POLICY, AND YOUR CONSENT:

By using the App and Service, you consent to receive from NLO all communications, including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, “Contract Notices”) electronically.

NLO may provide the electronic Contract Notices by posting them on the App. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Service.

GOVERNING LAW:

These Terms of Use (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed in accordance with the laws of the State of Iowa and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act.

You agree that NLO and its Service are deemed a passive site that does not give rise to personal jurisdiction over NLO or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of Iowa.

You agree that any action at law or in equity arising out of or relating to these Terms of Use, or your use or non-use of the Service, shall be filed only in the state or federal courts located in Jasper County in the State of Iowa, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

INTERGRATION AND SEVERABILITY:

These Terms of Use and other referenced material are the entire agreement between you and NLO with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and NLO with respect to the Service and govern the future relationship.

If any provision of the Terms of Use is found to be unenforceable or invalid, the other provisions of the Terms of Use will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

CONTACT:

If you have any questions about the Apps or this Agreement, you may contact us via email at info@needlist.org.

MISCELLANEOUS:

NLO shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond NLO’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.

The Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with NLO’s prior written consent.

NLO may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect.

Where NLO requires that you provide an email address, you are responsible for providing NLO with your most current email address.

In the event that the last e-mail address you provided to NLO is not valid, or for any reason is not capable of delivering to you any notices required or permitted by the Terms of Use, NLO’s dispatch of the email containing such notice will nonetheless constitute effective notice.

UPDATES:

PLEASE NOTE THAT THESE TERMS OF USE ARE SUBJECT TO CHANGE BY NLO IN ITS SOLE DISCRETION AT ANY TIME.

When changes are made, NLO will make a new copy of the Terms of Use available on the App, and any new Supplemental Terms will be made available from within or through the affected service(s) on the App.

We will also update the “Last Updated” date at the top of the Terms of Use or the Supplemental Terms.

If we make any material changes, and you have created a NeedList, we will also send an email to you at the last e-mail address you provided to us pursuant to the Terms of Use.

Any changes to the Terms of Use will be effective immediately for new Users of the Service and will be effective thirty (30) days after posting of notice of such changes on the App for existing Users.

If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Service. Otherwise, your continued use of the Service constitutes acceptance of those changes.

PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.

NLO reserves the right to change, suspend, or discontinue the Service (including, but not limited to, the availability of any feature, database, or Content) at any time for any reason. NLO may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.