Legal agreement (official)
Plain English help text (unofficial)
These are the basic Terms of Fiscal Sponsorship of the Open Collective Foundation. This agreement ("Agreement") is entered into by and among OpenCollective Foundation ("Sponsor", “OCF” or "Foundation"), a California nonprofit public benefit corporation, and the Collective ("Collective", “Initiative”, or "Sponsee") as of the Effective Date. For purposes of this Agreement, the "Effective Date" shall be defined as the date Sponsor notifies the Collective of acceptance under its fiscal sponsorship program. As such, by requesting fiscal sponsorship, the Collective agrees it will be bound by the terms of this Agreement as of the Effective Date.
These are the terms under which Open Collective Foundation fiscally hosts Collectives. This agreement takes effect when a Collective that has applied is approved.
In this document, the Open Collective Foundation is called the “Sponsor”, the “Foundation”, “OCF”, “we” or “us”, and the Collective is called the “Collective”, the “Sponsee”, the “Initiative” or “you”.
For the purposes of this document, both Fund and Collective profile types on the Open Collective platform are referred to as “Collectives”.
What we call “fiscal hosting” is called “fiscal sponsorship” in this agreement, because that’s the legal term in the US.
The parties enter into this Agreement with reference to the following facts:
A. Sponsor is a California nonprofit public benefit corporation exempt from federal income taxation under section 501(c)(3) of the Internal Revenue Code (“Code”), the charitable purposes and activities of which include enabling individuals and groups, working together, to create and fund Collectives that benefit the public, by providing services and support including fiscal sponsorship (“Sponsor’s Mission”). In alignment with Sponsor’s Mission, it serves as a fiscal sponsor to certain charitable Collectives which meet the criteria set forth in the protocols, which are attached hereto and incorporated herein by reference as Exhibit A (“Protocols”).
The Open Collective Foundation is a 501(c)(3) organization. This means it is exempt from taxes and its income must be used for a charitable purpose, not for profit.
Our purpose and mission is explained in Exhibit A below. Serving as a fiscal host to Collectives who share our charitable purpose is one way we achieve our mission.
B. Collective’s charitable mission as set forth in the materials submitted to Sponsor has met the Foundation’s criteria as set forth in Exhibit A.
You told us about your Collective’s mission, and we agreed that it fits with our charitable purpose.
C. The Collective desires to become a Collective of the Foundation, to support the Collective, and the Foundation desires to accept the Collective as a Collective of the Foundation in support of the Collective, upon the terms and subject to the conditions set forth herein.
We want to fiscally host you, and you want to be fiscally hosted by us.
D. In support of the Collective, Sponsor has approved the establishment of a restricted fund (the “Fund”) to receive donations of cash and other property earmarked for support of the Collective, and to grant from the Fund all amounts raised by Collective during the Term (as defined herein), less any administrative charges, interest, expenses and other fees (as provided for in the Protocols), to Collective in furtherance of the Collective.
We will hold funds and pay them out on your behalf, minus fees. We won’t use your Collective’s money for anything else.
In consideration of the mutual promises in this Agreement, the parties agree as follows:
The above cited Recitals are incorporated herein by this reference and made a part of this Agreement.
We all agree to the facts in the “recitals” section above.
2. TERM OF AGREEMENT
This Agreement shall commence upon the Effective Date, and will continue unless and until terminated under Section 6 of this Agreement (“Term”).
This agreement starts when the Foundation becomes the Collective’s fiscal host, and it will continue until terminated (as explained in section 6 below).
3. RELATIONSHIP & PROCESS
Sponsor will assist in managing the Fund and any Other Assets (as defined in Section 3(E) below) held for the benefit of the Collective. The Foundation will collect the income and will pay and disburse the net income and principal for purposes of the Collective as specifically set forth in the Protocols.
We will collect money and other assets on your behalf, and will pay money out for expenses related to your Collective, as long as they meet the requirements explained below.
A. Relationship of the Parties. Nothing in this Agreement constitutes the naming of the Collective or members or agents of the Collective as an agent or legal representative of Sponsor for any purpose whatsoever except as specifically and to the extent set forth herein.
You can’t legally act for the Foundation, except in the specific ways laid out in this agreement.
B. Protocols. The Foundation will manage the Fund according to the Protocols, as set forth in Exhibit A, which may be updated, amended, or modified pursuant to Section 11 of this Agreement.
We will manage your funds according to the processes explained below. We might adapt or improve them over time. If they change, we’ll let you know.
C. Solicitation of Contributions & Fundraising. Collective may solicit gifts, contributions, sponsorships, and grants to Sponsor for the purposes of the Collective, including through Sponsor’s website platform (“Platform”). However, at least 60 days prior to any official fundraising campaigns or events that are to be physically held in a particular geographic location (as opposed to online), Collective shall be required to provide notice in writing to Sponsor so that Sponsor may comply with any applicable state or local rules or regulations. For purposes of clarity, Collective shall not be required to provide such notification to Sponsor for any fundraising campaigns or events that solely take place over the Internet.
You can fundraise online through your page on Open Collective.
If you are going to hold an offline fundraiser, you need to let us know so we can make sure certain legal regulations are followed.
If your fundraising activities are only on the internet, you don’t have to notify us about them.
D. Agreements with Third Parties. Collective is not authorized to enter into any agreement or obligation with a donor, sponsor, vendor or other third party that purports to bind the Foundation or the Collective, including any agreement restricting the use of any contribution. No employment relationships may be formed by Collectives without written permission of OCF. The Foundation must approve, in advance and in writing, any agreement with a third party committing Collective funds or establishing any obligation on the part of the Foundation or the Collective. As such, in the event the Foundation provides the requisite approval set forth herein, Collective agrees to fulfill the Collective's responsibilities in any such legal contract with a third party that the Foundation signs on the Collective's behalf.
If you want to enter into an agreement with someone else, such as a contract with a vendor or providing a specific service to a sponsor, you need to get our permission, because legally that agreement is with the Foundation as the legal entity. This applies to employing people as well. If you ask us to sign a contract for you, you agree to fulfill the terms of that contract.
E. Ownership of Collective Property. As between the parties, Collective shall retain all right, title, and interest in any intellectual property of the Collective, including any copyrights, trademarks, trade names, artwork, designs, logos, copy, and all other intellectual property (collectively, “Intellectual Property”). Furthermore, Collective represents that it has the authority to represent the interests of and act on behalf of the Collective. The Foundation acknowledges and agrees that, absent any separate agreement to the contrary, any Intellectual Property provided to the Foundation by the Collective or its agents for inclusion in the Collective shall not thereby be transferred to the Foundation.
You own the intellectual property of your Collective. If you provide us something like a logo for use on your page, it still belongs to you. You may also choose to transfer other assets of your Collective to us.
F. Financial Obligations of Sponsee. Any financial obligations incurred by Sponsee before or after termination of the Agreement, or during the Term of the Agreement without OCF's permission or in violation of its policies, whether to employees, contractors, vendors or otherwise, shall be the sole responsibility of the Collective, and not the Foundation.
We can’t pay expenses incurred outside the time the Collective is hosted by OCF, and we won’t take responsibility for promises you make to pay people that are in violation of our policies.
4. THE COLLECTIVE
According to the terms of this Agreement, the Foundation will create a Fund for the Collective to receive funds earmarked for support of the Collective, and to make disbursements for expenses incurred in furtherance of the Collective. Beginning on the Effective Date, the Foundation will place all such revenues received by the Foundation and identified with the Collective into the Fund to be used for the benefit of the Collective’s mission. Any significant changes to the Collective’s mission must be approved in advance by the Foundation to ensure alignment with the Foundation’s Mission. The Foundation will exercise full control over the Collective’s financial administration, management, and disbursement of the Fund and any Other Assets. The Foundation shall have the right to deduct Project Dues and Expenses, as defined by the Protocols, directly from the Fund without further approval by the Collective.
We will accept, hold, track, and pay out money for your Collective.
We will use that money only to further the mission of your Collective.
You can update your Collective’s mission, but we’ll need to make sure it still fits the Foundation’s criteria.
We’ll do all the admin and management related to paying out money from your Collective’s budget.
We’re responsible for taxes and accounting, and money for your Collective will be reported as the Foundation’s income.
It’s our responsibility to make sure money contributed for your Collective is credited to your balance.
B. Restricted Fund: Acknowledgment of Contributions. Sponsor is responsible for providing donors with acknowledgement of charitable contributions received by Sponsor for Collective.
We will send receipts to your donors.
C. Restricted Fund: Disbursements. The Foundation will disburse monies from the Fund and dispose of Other Assets only for valid expenses of the Collective, and only upon receipt of a request from the Collective detailing and documenting the expense as specifically set forth in the Protocols.
You can submit expenses and we’ll pay them out from your Collective’s funds.
5. CHARITABLE PURPOSES
A. All of the assets received by Sponsor under the terms of this Agreement will be devoted to the purposes of the Collective in furtherance of Sponsor’s charitable, Code section 501(c)(3) purposes. Collective agrees it will use the funds Sponsor disburses to it from the Fund solely for the purposes of the Collective, and it will repay to Sponsor any portion of those funds that is not spent or committed for those purposes.
Contributions to your Collective must be devoted to your charitable purpose.
You can’t use your Collective’s funds for anything other than furthering your charitable purpose, and if you do you have to pay it back.
B. Expenditures for any attempt to influence legislation within the meaning of Code section 501(c)(3) are subject to limitations imposed by Sponsor. Collective will not use any portion of the assets to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office, to induce or encourage violations of law or public policy, to cause any private inurement or improper private benefit to occur, nor to take any other action inconsistent with Code section 501(c)(3).
You may not use your Collective’s funds to influence legislation, to support breaking the law, or for private profit.
Either you or we can end this fiscal hosting relationship with 30 days notice.
Upon determining that the Successor meets these qualifications and that the distribution is permitted by applicable law, the Foundation will transfer the balance of assets in the Foundation’s restricted Fund for the Collective, together with any Other Assets held or liabilities incurred by the Foundation in connection with the Collective, to the Successor. To initiate the transfer of funds, the Successor payee must submit an expense as outlined in the Protocols. The transfer will be made after the end of the notice period or any extension thereof, subject to the approval of any third parties that may be required.
If you want to shut down your Collective and there is money left in the balance (or other assets), your choices are:
501(c)(3) entities like OCF are not allowed to transfer assets to individuals or for-profit companies in most cases.
If you don’t pick one of the above options within the allotted time, we will choose for you.
Any notice, demand, delivery, or other communication under this Agreement will be in writing and will be deemed properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or email in the manner provided in this paragraph to the following persons:
Open Collective Foundation
340 S. Lemon Avenue, #3717 Walnut, CA 91789
Collective name, Email address, and information
provided when the Collective applies to join OCF
If you need to give us notice of something relevant to this agreement, it needs to be in writing. You can email us or mail us a letter.
If we need to notify you of something, we will do it in writing using the contact info you provided when you signed up.
Any controversy, claim, or dispute between the parties arising from or related to this Agreement that cannot be resolved through discussions between the Collective and Sponsor’s leadership must be submitted to mediation before a single mediator mutually agreed to by the parties. If the claim or dispute is not resolved through mediation, it will be submitted to legally binding arbitration before an arbitrator mutually agreed to by the parties. The arbitration will be governed by the rules of the American Arbitration Association. Binding arbitration under this provision is the sole and exclusive remedy for resolving any such dispute or claim, and no party has right to a trial in the civil courts or any right to appeal the arbitrator’s decision, except as may be permitted by the arbitration rules. Judgment upon the award rendered by the arbitrator may be entered in any court otherwise having jurisdiction thereof. The parties will evenly split the costs of the arbitration. Each mediator and arbitrator under this provision must be an attorney who has been licensed to practice law in the State of California or any other state for at least 10 years. If the parties cannot agree upon a qualified mediator or arbitrator, each party will select a qualified person and those two (2) will select a third qualified person to be the sole mediator or arbitrator. Notwithstanding the above, neither party is prevented from obtaining injunctive or other equitable relief from a court of competent jurisdiction pending the resolution of a dispute through mediation or arbitration.
If we have a dispute related to this agreement, we will first try to work it out by discussing it together.
If that doesn’t resolve the problem, we will do mediation with someone we both approve.
If that doesn’t resolve the problem, we will go to binding arbitration, instead of going to court. That means a qualified person will hear both sides and then make a decision, which we will all have to abide by.
If we go to arbitration, we will split the cost.
9. ATTORNEY’S FEES
The prevailing party in any legal action to enforce this Agreement is entitled to recover its costs and reasonable attorney’s fees in addition to any other relief granted.
If there is legal action related to this agreement, the winning side will have its costs and legal fees paid by the losing side.
10. CHOICE OF LAW
This Agreement is governed by and interpreted in accordance with the laws of the State of California applicable to agreements made and to be enforced entirely within such State. The sole situs of all mediation, all arbitration, and any other form of dispute resolution for any controversy or claim arising out of this Agreement is the County of Los Angeles in the State of California in the United States of America.
This agreement is governed by the laws of the State of California. If there’s a dispute resolution process, it will take place in Los Angeles.
11. ENTIRE AGREEMENT; MODIFICATION
This Agreement supersedes any prior oral or written understandings or communications between the parties and constitutes the entire agreement of the parties with respect to the subject matter hereof. The Foundation may update, amend, or modify the terms of this Agreement from time to time, including the Protocols set forth in Exhibit A. In such event, the Foundation shall provide notice of those changes to the Collective, and such changes will become effective 30 days after that notification. If the Collective does not agree with the changes made by the Foundation during the term of this Agreement, it may exercise its right to terminate under Section 6(A). Notwithstanding the foregoing however, any amendment to Section 6(A) shall require the written consent of each of the parties hereto.
This agreement is the official one when it comes to the issues covered in this document, regardless of any other communication or understanding between us.
We both have to agree for this agreement to be changed.
Each provision of this Agreement will be separately enforceable, and the invalidity of one provision will not affect the validity or enforceability of any other provision. The failure of Sponsor to exercise any of its rights under this Agreement will not be deemed a waiver of such rights.
If one part of this agreement is invalid, it doesn’t invalidate the rest.
If we don’t exercise a right that we have, it doesn’t mean we’re giving up that right for the future.
13. Collective RECEIPT OF AGREEMENT
By agreeing to this Agreement, Collective acknowledges that each member and agent of the Collective has received a complete copy of this Agreement, including Exhibit A, Protocols and hereby agrees to be bound by the terms hereof.
You acknowledge that you have received this document and agree to what it says. This is usually done via ticking the box during the signup process.
14. Collective LIABILITIES, INDEMNIFICATION & INSURANCE
You are responsible for your Collective’s activities.
You won’t enter into another agreement that conflicts with this one.
You can’t hold the Foundation responsible or sue us if you or your Collective hurt someone, cause damage, or fail to honor this agreement.
The following are Protocols of Sponsor; these Protocols may be amended by Sponsor with 10 days notice at any time.
These are our policies and processes. We may change them in the future as long as we give you 10 days notice.
1. Criteria: In furtherance of Sponsor’s Mission, it promotes Collectives in the United States with the charitable purposes outlined below. As such, Collective has provided evidence and Sponsor has confirmed that Collective’s Collective has met one (1) or more of the following criteria for Sponsor’s fiscal sponsorship of the Collective:
These are our charitable purposes.
We’ve confirmed that your Collective’s purpose is to further at least one of these in the United States.
2. Requirements Imposed on Collective: To remain in compliance under the terms of this Agreement:
3. Sponsor Fee & Expenses: Collective will be required to pay fees (“Fees”) and cover any expenses Sponsor incurs on Collective’s behalf as a result of this Agreement. Collective’s Fund will be automatically deducted to pay from the Fund the following Fees and expenses:
You agree to fees and expenses being automatically deducted from your balance.
You will pay a 5% fiscal hosting fee on credit card transactions and 4-8% on bank transfers and checks, plus payment processor fees.
Interest earned from money held on your behalf goes to the Foundation.
Payment processor fees, such as from Stripe and PayPal, will be charged to your budget if incurred.
4. Platform: Upon execution of this Agreement, Collective’s Collective will be featured on the Platform located at https://opencollective.com/foundation. Sponsor will set Collective up on the Platform such that Collective will have its own dedicated page that tracks, in total transparency, the funds that it raises and the expenses it incurs in relation to the Collective. The Collective’s page on the Platform will be linked to Sponsor’s Stripe account, Wise account, and PayPal account so that Sponsor has control over the funds received and disbursed under the Platform for purposes of Collective’s Collective. The Platform thus serves as a fundraising avenue for the Collective’s approved Collective enabling it to raise funds and pay for Collective expenses. The Platform makes the revenue and expenses of Collective available to the public through a transparent ledger.
Your Collective will show up on the Foundation’s page on Open Collective.
Your Collective will have its own page on Open Collective, showing your transparent budget, which you can use for fundraising.
Your Collective is linked to our Stripe, Wise and Paypal accounts to facilitate accepting and paying out money, which we manage.
5. Disbursements: In order to receive a disbursement from the Fund to cover expenses incurred in furtherance of the Collective, the Collective must upload its receipts/invoices onto the Platform for review by the staff members of the Sponsor. Upon Sponsor’s receipt of said receipts/invoices its staff members will review all documentation to ensure the expenses to be incurred are valid and in alignment with Sponsor’s exempt purposes and the terms of this Agreement. Upon approval by the Sponsor staff members, Sponsor will allow those expenses to be incurred from the Fund by Collective through the Platform using PayPal, Wise, or other mutually agreed payment method. Each time Sponsor approves such expenses, the funds allocated to Collective on the Platform will automatically decrease by the amount used. Notwithstanding the foregoing however, prior to incurring any expenses outside of the United States (“Foreign Expenses”) for which Collective wishes reimbursement from the Fund, Collective shall obtain prior written consent from Sponsor. Specifically, Collective shall be required to submit details of such anticipated Foreign Expenses to Sponsor, which shall include but not be limited to the maximum amount to be incurred. In the event Sponsor determines in writing that such Foreign Expenses may be eligible for reimbursement from the Fund as provided for above, Collective shall be permitted to incur the disclosed and approved Foreign Expenses and seek disbursement from the Fund pursuant to the process set forth above. Sponsor shall not reimburse from the Fund, any Foreign Expenses incurred by Collective for which Sponsor does not provide prior written approval.
To trigger a payout of your funds, submit an expense on Open Collective and approve it as the admin. Then we will review it to make sure it’s valid.
Once approved by both you and us, we will pay the expense using Paypal, Wise, or another mutually agreed payment method, and automatically deduct that amount from your balance.
Generally we only pay expenses for activities within the US. If you want to fund international activities, get our permission first, or we might not be able to pay the expense.
6. Funds Received/Expenses Paid Outside Platform: In the event that Collective receives funding outside of the Platform (that which does not go directly into the Fund), Collective will immediately transfer such funds to Sponsor for deposit into Collective’s Fund; at no time shall Collective hold any funds for the Collective outside of the Fund or utilize the services of any other fiscal sponsor during the Term of this Agreement. Sponsor will use a feature enabled on the Platform to ‘Manually Add Funds’ to Collective’s page upon Sponsor’s receipt and deposit of the outside funds into the Fund. This means, that Sponsor will assign the funds received in the Fund destined to the Collective for the Collective, thus increasing its budget. In the same fashion, if an expense is paid outside of the Platform by Collective, because for example the recipient does not hold a PayPal account or another payout method is required, then Sponsor will use the ‘Mark as Paid’ feature on the Platform, that allows Sponsor to record that an expense has already been paid through a different method and that amount is automatically deducted from the Collective’s Fund balance.
If you raise funds for your Collective outside of the Open Collective platform, you need to transfer them to us.
If you send us funds for your Collective from another source, we will add them to your balance.
You can’t hold funds for the Collective in another account, or simultaneously have another fiscal sponsor for this Collective while we are your fiscal host.
If an expense for your Collective gets paid outside of the platform, we will manually deduct the amount from your balance.
7. Reporting: Sponsor will send Collective a monthly email report with all transactions related to the Fund including the revenue generated and the invoices and expenses that have been paid.
We will email you a monthly report of activity related to your Collective.