Terms and Conditions for Laptop Donations
These terms and conditions (“Agreement”) are entered into by and between the UPLIFT Foundation, Inc., a nonprofit organization (“Foundation”), and the donor (“Donor”) who is contributing laptop computers, servers, or other computing hardware (“Gift”) to the Foundation, as outlined in the donation form.
1. Definitions
- “Gift”: Refers to the laptop computers, servers, or other computing hardware provided by the Donor to the Foundation.
- “Charitable Purpose”: Refers to the use of the Gift by the Foundation to support educational and mentorship programs aimed at bridging the inequity gap in STEM education, particularly for underserved BIPOC individuals.
- “Date of Donation”: The date on which the Gift is transferred to the Foundation, as set forth in the donation form.
2. The Gift
- 2.1 The Donor hereby gifts to the Foundation the following items: laptop computers, servers, or other computing hardware (“Gift”), to be used for the Charitable Purpose as defined in Section 3, as specified in the donation form.
- 2.2 The Foundation agrees to accept the Gift and use it for the Charitable Purpose outlined in this Agreement.
- 2.3 The Gift is provided to the Foundation with no requirement for charitable donation receipts.
3. Charitable Purpose of the Gift
The Gift will be used to provide participants in the Foundation’s programs with the necessary technology to pursue education and mentorship opportunities, with the goal of fostering greater diversity and inclusion in STEM fields.
4. Representations and Warranties
- 4.1 The Donor represents and warrants that they are the lawful owner of the Gift, which is free from any liens or encumbrances, as specified in the donation form.
- 4.2 The Donor confirms that the Gift is in good working condition, or if not, the Donor will notify the Foundation of its condition in the donation form.
- 4.3 The Donor has the full authority and power to donate the Gift, and the transfer of the Gift does not violate any other agreement or legal obligation.
- 4.4 The Gift is being donated voluntarily and without any expectation of compensation.
- 4.5 The Donor agrees to indemnify the Foundation against any claims, damages, or liabilities arising from any breach of the above representations and warranties.
5. Use and Management of the Gift
- 5.1 The Foundation agrees to use the Gift exclusively for the Charitable Purpose and in line with its educational and mentorship programs.
- 5.2 The Foundation will manage the Gift at its sole discretion, including determining how the hardware is distributed to participants.
- 5.3 The Foundation is responsible for the management and control of the Gift and will not transfer or sell the Gift without the Donor’s written consent, unless the Charitable Purpose becomes impossible or impractical.
6. Valuation of the Gift
The parties acknowledge that the value of the Gift is anticipated to be approximately $_____ U.S. Dollars (US $______), as entered in the donation form. The Foundation does not require the issuance of any charitable donation receipts for the Gift.
7. Indemnification
The Foundation agrees to hold the Donor harmless from any claims, damages, or liabilities that may arise from the use or handling of the Gift, except in cases where the Donor has violated the terms of this Agreement.
8. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of Oregon, USA. The parties irrevocably agree to submit to the non-exclusive jurisdiction of the courts of Oregon.
9. Dispute Resolution
If a dispute arises out of or relates to this Agreement, and if the dispute cannot be settled through direct discussions, the parties agree to attempt to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. If the dispute is not resolved through mediation, the parties agree to submit the dispute to arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration shall be Portland, Oregon, USA. The arbitration shall be governed by the laws of the State of Oregon. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as required by law, neither party nor the arbitrators may disclose the existence, content, or results of any arbitration without the prior written consent of both parties.
10. Miscellaneous
- 10.1 This Agreement constitutes the entire understanding between the parties with respect to the Gift and supersedes all prior discussions or agreements.
- 10.2 This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.
- 10.3 If any provision of this Agreement is deemed unenforceable, the remaining provisions will continue to be in effect.
- 10.4 No waiver of any provision of this Agreement shall be deemed a waiver of any other provision or of any future breach.
11. Amendments
Any amendments or modifications to this Agreement must be made in writing and signed by both parties. The parties agree that any amendments shall reflect the original intent and purposes of this Agreement.
12. Notices
All notices or communications required by this Agreement must be delivered in writing to the contact information provided by each party in the donation form.
13. Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
14. Non-Waiver
No waiver by either party of any breach or default under this Agreement shall be deemed a waiver of any subsequent breach or default.
15. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same document.
16. Digital Transmission
Both parties agree that this Agreement may be transmitted by digital means or similar technology, and the reproduction of signatures by digital means will be treated as binding as if originals.
17. Hold Harmless
The Foundation agrees to fully indemnify and hold harmless the Donor from any and all claims, lawsuits, demands, causes of action, liability, loss, damage, and/or injury, arising out of the use or transfer of the Gift.
By donating the Gift, the Donor agrees to the terms and conditions set forth in this Agreement, as outlined in the donation form.