Terms of Service

1. Agreement to Terms

By accessing and using the services provided by Julian R And Varue W Oishei Foundation ("Julian & Varue Foundation," "we," "us," or "our"), you accept and agree to be bound by the terms and provisions of this agreement. If you do not agree to abide by the above, please do not use our services.

Our philanthropic services are designed to maximize impact through expert guidance in charitable giving, grantmaking, and foundation management. We are committed to maintaining the highest standards of professional conduct and ethical practice in all our operations.

2. Service Description

Julian & Varue Foundation provides comprehensive philanthropic services including, but not limited to:

2.1 Core Services

• Strategic philanthropic planning and advisory services
• Educational program development and support
• Religious and charitable trust administration
• Private foundation management and consulting
• Industry grantmaking expertise and implementation
• Impact assessment and evaluation services
• Donor education and capacity building
• Compliance and regulatory guidance

2.2 Service Delivery

Our services are delivered through various channels including in-person consultations, virtual meetings, written reports, educational workshops, and ongoing advisory relationships. The specific scope and nature of services will be detailed in individual service agreements or engagement letters.

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, with or without notice. However, we will make reasonable efforts to provide advance notice of significant changes that may affect existing client relationships.

2.3 Service Limitations

While we strive to provide the highest quality philanthropic guidance, our services do not constitute legal, tax, or investment advice. Clients are encouraged to consult with appropriate professional advisors for matters requiring specialized expertise beyond the scope of philanthropic consulting.

3. Client Responsibilities and Obligations

3.1 Information Accuracy

Clients agree to provide accurate, complete, and current information as required for the delivery of our services. This includes financial information, organizational details, charitable objectives, and any other relevant data necessary for effective philanthropic planning and implementation.

3.2 Timely Communication

Clients are responsible for maintaining open and timely communication with our team. This includes:

• Responding to requests for information within reasonable timeframes
• Notifying us of any material changes in circumstances or objectives
• Attending scheduled meetings and consultations
• Reviewing and providing feedback on deliverables in a timely manner
• Informing us of any concerns or issues as they arise

3.3 Compliance with Laws

Clients agree to comply with all applicable federal, state, and local laws and regulations governing charitable activities, including but not limited to tax laws, reporting requirements, and regulations specific to foundations and charitable trusts.

3.4 Ethical Conduct

Clients agree to conduct their philanthropic activities in accordance with the highest ethical standards and in a manner consistent with the charitable purposes for which their organizations were established.

4. Fees and Payment Terms

4.1 Fee Structure

Our fees are determined based on the scope and complexity of services provided. Fee structures may include:

• Hourly rates for consulting and advisory services
• Fixed project fees for defined scope engagements
• Retainer arrangements for ongoing advisory relationships
• Percentage-based fees for certain grantmaking services
• Customized fee arrangements for comprehensive foundation management

4.2 Payment Terms

Unless otherwise specified in a service agreement, payment terms are as follows:

• Invoices are issued monthly or upon completion of project milestones
• Payment is due within thirty (30) days of invoice date
• Late payments may be subject to interest charges at the rate of 1.5% per month
• Retainer fees are due in advance of service delivery
• Expenses incurred on behalf of clients will be billed separately with appropriate documentation

4.3 Fee Adjustments

We reserve the right to adjust our fee structure with reasonable notice. Existing clients will be notified at least sixty (60) days in advance of any fee increases affecting their ongoing services.

5. Confidentiality and Data Protection

5.1 Confidential Information

We recognize the sensitive nature of philanthropic planning and commit to maintaining the confidentiality of all client information. Confidential information includes, but is not limited to:

• Financial records and asset information
• Strategic plans and charitable objectives
• Donor identities and giving histories
• Grant recipient information and evaluation data
• Internal organizational communications and documents
• Any information designated as confidential by the client

5.2 Data Security

We implement appropriate technical and organizational measures to protect client data against unauthorized access, alteration, disclosure, or destruction. Our data security practices include:

• Encrypted data transmission and storage
• Secure access controls and authentication procedures
• Regular security audits and updates
• Employee training on data protection protocols
• Incident response procedures for potential data breaches

5.3 Permitted Disclosures

We may disclose confidential information only in the following circumstances:

• With explicit written consent from the client
• As required by law or legal process
• To professional advisors bound by confidentiality obligations
• To service providers necessary for service delivery, under appropriate confidentiality agreements
• In anonymized or aggregated form that does not identify specific clients

5.4 Client Data Rights

Clients have the right to access, correct, or request deletion of their personal data in accordance with applicable data protection laws. Requests should be submitted in writing to our designated data protection contact.

6. Intellectual Property Rights

6.1 Foundation Materials

All materials, methodologies, tools, templates, and intellectual property developed by Julian & Varue Foundation remain our exclusive property. This includes:

• Proprietary assessment frameworks and evaluation tools
• Strategic planning methodologies and processes
• Educational materials and training content
• Software, databases, and technology platforms
• Research reports and industry analyses

6.2 Client-Specific Deliverables

Deliverables created specifically for a client (such as strategic plans, grant recommendations, and evaluation reports) are provided for the client's use in accordance with the terms of the service agreement. Clients receive a non-exclusive license to use these materials for their intended philanthropic purposes.

6.3 Restrictions on Use

Clients may not:

• Reproduce or distribute our proprietary materials without written permission
• Modify or create derivative works based on our intellectual property
• Use our materials for commercial purposes or resale
• Remove or alter any copyright or proprietary notices
• Share access credentials or licensed materials with unauthorized parties

6.4 Trademarks

The Julian & Varue Foundation name, logo, and related marks are our trademarks. Use of these marks requires prior written authorization and must comply with our brand guidelines.

7. Limitation of Liability

7.1 Service Warranty

We warrant that our services will be performed with professional care and expertise consistent with industry standards for philanthropic consulting. However, we make no guarantees regarding specific outcomes or results from philanthropic activities.

7.2 Liability Limitations

To the maximum extent permitted by law, Julian & Varue Foundation's total liability for any claims arising from our services shall not exceed the fees paid by the client for the specific services giving rise to the claim during the twelve (12) months preceding the claim.

7.3 Excluded Damages

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Lost profits or revenue
• Loss of data or information
• Business interruption
• Loss of goodwill or reputation
• Cost of substitute services

7.4 Third-Party Actions

We are not responsible for the actions, decisions, or performance of third parties, including grant recipients, partner organizations, or other service providers engaged by clients.

8. Term and Termination

8.1 Service Term

The term of our services begins upon execution of a service agreement and continues until completion of the specified services or termination in accordance with these terms.

8.2 Termination by Client

Clients may terminate services at any time by providing written notice. Upon termination:

• Client remains responsible for payment of all fees for services rendered through the termination date
• Any prepaid fees for services not yet delivered will be refunded on a pro-rata basis
• Client will receive all work product completed through the termination date
• Ongoing obligations regarding confidentiality and intellectual property remain in effect

8.3 Termination by Foundation

We may terminate services under the following circumstances:

• Non-payment of fees after appropriate notice and opportunity to cure
• Material breach of these terms by the client
• Client conduct that is illegal, unethical, or inconsistent with charitable purposes
• Circumstances that create a conflict of interest or ethical concern
• Inability to continue services due to circumstances beyond our control

8.4 Effects of Termination

Upon termination of services:

• All outstanding invoices become immediately due and payable
• We will provide a final accounting of services rendered and fees owed
• Client materials and confidential information will be returned or securely destroyed
• Access to any technology platforms or systems will be discontinued
• Provisions regarding confidentiality, intellectual property, and limitation of liability survive termination

9. Dispute Resolution

9.1 Good Faith Negotiations

In the event of any dispute arising from these terms or our services, the parties agree to first attempt to resolve the matter through good faith negotiations. Either party may initiate this process by providing written notice of the dispute to the other party.

9.2 Mediation

If negotiations do not resolve the dispute within thirty (30) days, the parties agree to participate in mediation before a mutually agreed-upon mediator. The costs of mediation shall be shared equally between the parties.

9.3 Arbitration

If mediation is unsuccessful, any remaining disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Erie County, New York, and shall be conducted by a single arbitrator with expertise in nonprofit and philanthropic matters.

9.4 Governing Law

These terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

9.5 Jurisdiction

To the extent that court proceedings are necessary, the parties consent to the exclusive jurisdiction of the state and federal courts located in Erie County, New York.

10. Professional Standards and Ethics

10.1 Professional Conduct

Julian & Varue Foundation adheres to the highest standards of professional conduct in all aspects of our work. Our team members are committed to:

• Maintaining professional competence through ongoing education and training
• Acting with integrity, honesty, and transparency in all client relationships
• Avoiding conflicts of interest and disclosing any potential conflicts promptly
• Respecting client autonomy and supporting informed decision-making
• Promoting effective and ethical philanthropic practices

10.2 Conflicts of Interest

We maintain policies and procedures to identify and manage potential conflicts of interest. If a conflict arises during the course of our engagement, we will:

• Promptly disclose the conflict to affected clients
• Discuss options for managing or eliminating the conflict
• Obtain informed consent before proceeding, if appropriate
• Decline or withdraw from engagements where conflicts cannot be adequately managed

10.3 Independence and Objectivity

We maintain independence in our professional judgment and provide objective advice based on our expertise and the client's best interests. We do not accept commissions, referral fees, or other compensation that could compromise our objectivity.

11. Compliance and Regulatory Matters

11.1 Regulatory Compliance

While we provide guidance on compliance matters related to philanthropic activities, clients remain ultimately responsible for ensuring compliance with all applicable laws and regulations, including:

• Federal and state tax laws governing charitable organizations
• IRS regulations for private foundations and public charities
• State charitable solicitation registration requirements
• Employment and labor laws
• Anti-money laundering and counter-terrorism financing regulations

11.2 Reporting Obligations

Clients are responsible for timely filing of all required reports and returns, including Form 990, Form 990-PF, and state charitable organization reports. We can assist with preparation of these filings but cannot guarantee acceptance by regulatory authorities.

11.3 Regulatory Changes

We monitor developments in laws and regulations affecting philanthropic organizations and will inform clients of significant changes that may impact their operations. However, clients should consult with legal counsel regarding specific compliance questions.

12. Technology and Digital Services

12.1 Platform Access

Clients may be provided access to digital platforms, portals, or systems for service delivery, communication, or information sharing. Access is granted on a non-exclusive, non-transferable basis and is subject to:

• Acceptable use policies
• Security requirements and authentication procedures
• Restrictions on sharing access credentials
• Compliance with applicable laws and regulations

12.2 System Availability

While we strive to maintain continuous availability of digital services, we do not guarantee uninterrupted access. Systems may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

12.3 Data Backup

We maintain regular backups of data stored in our systems. However, clients are encouraged to maintain their own copies of important documents and information.

12.4 Technology Updates

We reserve the right to update, modify, or discontinue digital platforms and services. We will provide reasonable notice of significant changes that may affect client access or functionality.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to:

• Acts of God, natural disasters, or severe weather events
• War, terrorism, civil unrest, or government actions
• Pandemics, epidemics, or public health emergencies
• Strikes, labor disputes, or supply chain disruptions
• Utility failures, telecommunications outages, or cyber attacks
• Fire, flood, earthquake, or other catastrophic events

In the event of a force majeure situation, the affected party will:

• Promptly notify the other party of the situation
• Make reasonable efforts to mitigate the impact
• Resume performance as soon as reasonably practicable
• Work collaboratively to adjust timelines and deliverables as needed

14. Amendments and Modifications

14.1 Right to Modify

We reserve the right to modify these Terms of Service at any time. Modifications will be effective upon posting to our website or upon written notice to clients, whichever occurs first.

14.2 Notice of Changes

For material changes to these terms, we will provide notice at least thirty (30) days in advance through:

• Email notification to the address on file
• Prominent notice on our website
• Direct communication during scheduled meetings or consultations

14.3 Acceptance of Changes

Continued use of our services after the effective date of modifications constitutes acceptance of the revised terms. Clients who do not agree to modified terms may terminate services in accordance with Section 8.

14.4 Individual Agreements

These Terms of Service may be supplemented by individual service agreements or engagement letters. In the event of any conflict between these terms and a specific service agreement, the service agreement shall control with respect to the services covered by that agreement.

15. General Provisions

15.1 Entire Agreement

These Terms of Service, together with any applicable service agreements and our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous communications and proposals.

15.2 Severability

If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.3 Waiver

No waiver of any provision of these terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided in writing.

15.4 Assignment

Clients may not assign or transfer their rights or obligations under these terms without our prior written consent. We may assign our rights and obligations to a successor entity in connection with a merger, acquisition, or sale of assets.

15.5 Notices

All notices required under these terms shall be in writing and delivered to:

15.6 Headings

Section headings in these terms are for convenience only and shall not affect the interpretation of any provision.

15.7 Survival

Provisions of these terms that by their nature should survive termination shall survive, including but not limited to confidentiality, intellectual property, limitation of liability, and dispute resolution provisions.

16. Contact Information and Questions

If you have any questions about these Terms of Service or our practices, please contact us:

We are committed to addressing your questions and concerns promptly. Our team typically responds to inquiries within one to two business days.

17. Acknowledgment and Acceptance

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. You further acknowledge that:

• You have had the opportunity to review these terms carefully
• You understand your rights and obligations under these terms
• You have had the opportunity to seek independent legal advice if desired
• You accept these terms voluntarily and without coercion
• You will comply with all applicable provisions of these terms

These Terms of Service represent our commitment to transparent, professional, and ethical service delivery. We value the trust our clients place in us and are dedicated to maintaining the highest standards in all aspects of our philanthropic work.