Please read these Terms carefully. Section 19 requires disputes to be resolved by individual binding arbitration and waives class actions and jury trials, unless your organization opts out as described there.
1. These Terms
1.1 These Terms of Service ("Terms") are an agreement between Members Collect, Inc., a Delaware corporation doing business as Bricks ("Bricks", "we", "us" or "our"), and the organization that registers for Bricks ("you", "your" or "your organization"). They govern your organization's use of the Bricks website, app, giving pages and text-message service (the "Services").
1.2 The individual who accepts these Terms on your organization's behalf represents that they are at least 18 years old and have authority to bind the organization. Your organization is responsible for every person it gives access to the Services ("Users") and for their compliance with these Terms.
1.3 If your organization has signed an order form with Bricks, the order form controls fees and any other term it expressly changes. These Terms control everything else.
1.4 Our Privacy Policy and Fee Schedule are part of these Terms.
2. Eligibility
2.1 To use the Services, your organization must:
(a) be organized in the United States, with an employer identification number listed in the IRS's records of exempt organizations;
(b) have a physical address in the United States that is not a PO box, private mailbox or registered agent's address, and a representative who lives in the United States;
(c) use the Services only for business and charitable purposes, and not for personal, family or household purposes; and
(d) not be a government agency or entity, and not be located in, or owned or controlled by a person located in, a country subject to comprehensive US sanctions, or owned or controlled by a person on a US government sanctions list.
2.2 Some organization types are subject to enhanced review. Bricks and Stripe may decline any application, and may ask for more information at any time.
3. Your account
3.1 Users and roles. Your organization decides who may use the Services on its behalf and what each User may do. Actions taken by a User are your organization's actions.
3.2 Security. Your organization must keep sign-in credentials confidential, require each User to have their own sign-in, and complete the second verification step the Services require for sensitive actions. Tell us right away at support@joinbricks.co if you suspect unauthorized access.
3.3 Accurate information. Your organization must give us accurate and complete information and keep it current, including its officers, address, tax status and the people authorized to act for it.
3.4 Changes in control. If your organization's ownership, leadership or taxpayer identification number changes, the new representative may need to accept the agreements in section 4 again before your organization continues to use financial accounts and cards.
4. Payments, financial accounts and spend cards
4.1 Bricks is not a bank or a money transmitter. Payments, financial accounts and spend cards on Bricks are provided by Stripe and its bank partners. Bricks sends your organization's instructions to Stripe; Stripe Payments Company moves the money. Bricks does not hold your organization's funds.
4.2 Stripe Services Agreement. Payment processing services for organizations on Bricks are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these Terms or continuing to operate as an organization on Bricks, you agree to be bound by the Stripe Services Agreement, as the same might be modified by Stripe from time to time. As a condition of Bricks enabling payment processing services through Stripe, you agree to provide Bricks accurate and complete information about you and your business, and you authorize Bricks to share it and transaction information related to your use of the payment processing services provided by Stripe.
4.3 Financial accounts. Your organization's financial account is provided by Stripe, with funds held at Fifth Third Bank N.A., Member FDIC, under the agreements your organization accepts when it opens the account: the Stripe Services Agreement, the Stripe Treasury for platforms terms for connected accounts, and the Stripe Connected Account Agreement. Your organization authorizes Bricks, as its platform provider, to access its financial account and to initiate transactions on its instructions. The funds your organization tracks in Bricks, such as operating and grant funds, are records in Bricks' accounting ledger, not separate accounts.
4.4 Spend cards. The Bricks Spend Card is a Visa® commercial credit card program issued by Celtic Bank and powered by Stripe. Cards may be used only for your organization's business purposes. Your organization accepts the card program agreements when it applies: the Stripe Connected Account Agreement, the Stripe Issuing Accountholder Terms, Celtic Bank's Issuing Bank Terms for the Spend Card, and the Apple Pay terms for digital wallets. Each person who activates a card accepts the cardholder terms. Your organization is responsible for every transaction made with its cards and for setting each card's spending controls.
4.5 Which terms govern. The agreements in this section are listed at joinbricks.co/legal and remain available there. They govern your organization's financial account and cards. These Terms govern the Bricks software. If these Terms conflict with those agreements on a matter concerning a financial account or card, those agreements control. Nothing in these Terms modifies or supplements them.
4.6 Changes to those agreements. A change Stripe or a bank partner makes to its agreements takes effect as that agreement provides. Where a change must be accepted by your organization, we will ask it to accept the change in Bricks and keep a record of the version accepted; if it does not accept, we must stop making the financial account or cards available to it.
4.7 Restrictions by Stripe or a bank. Stripe and its bank partners may restrict, suspend or close a financial account or card under their agreements, and we may do so when they require it or to prevent fraud or loss.
4.8 Negative balances and losses. If your organization's Stripe balance becomes negative, or Bricks pays an amount on your organization's behalf because of a payment refund, reversal or chargeback, your organization must repay it on request, and Bricks may recover it from your organization's balances to the extent the Stripe agreements permit. This section does not apply to card transactions disputed as fraudulent or unauthorized.
5. Payments to your organization and giving pages
5.1 Donors and payers pay your organization through Stripe's hosted checkout. Payments are made directly to your organization's Stripe account. Donors and payers are shown our Giving and Payment Terms, which explain that your organization, not Bricks, is the recipient of their payment.
5.2 Your organization is responsible for its giving pages, invoices and campaigns; for what it tells donors and payers; for how it uses the funds it receives, including any donor or grant restrictions; and for its own receipting, solicitation, charitable registration and tax obligations. Bricks prepares acknowledgments and tax forms from your organization's records, and your organization is responsible for reviewing them before they are sent or filed.
6. Fees and payment
6.1 Your organization agrees to pay the fees in the Fee Schedule, or in its order form where the order form sets different fees. The Fee Schedule states which fees, if any, are passed through from Stripe.
6.2 Subscription fees are billed monthly through Stripe to the payment method your organization provides. Payment fees are deducted from each payment when it is made.
6.3 We will give your organization at least 30 days' notice by email before a new fee or an increase in an existing fee takes effect. Your organization may cancel before the change takes effect.
6.4 If a subscription payment fails, we will notify your organization. If it remains unpaid 15 days after that notice, we may suspend the Services, other than access to your organization's financial account under the Stripe agreements and to export its records.
6.5 Fees do not include taxes. Your organization is responsible for any taxes that apply to its use of the Services, other than taxes on Bricks' income.
6.6 Fees are non-refundable except as stated in the Fee Schedule or required by law.
7. Acceptable use
Your organization and its Users may not use the Services to:
(a) violate any law, or the rules of Stripe, its bank partners or the card networks;
(b) use funds contrary to the terms of a grant, award or donor restriction;
(c) operate a business or activity Stripe prohibits, as listed in Stripe's restricted businesses list;
(d) send messages that are unlawful, deceptive or unsolicited, or that lack any consent the law requires;
(e) upload content that infringes others' rights, or that contains malware;
(f) interfere with, probe, scrape, copy or reverse engineer the Services, or circumvent their security, limits or controls; or
(g) give access to anyone your organization has not authorized.
8. Your organization's data
8.1 Ownership. Your organization owns the data it and its Users put into the Services ("Customer Data"). Your organization grants Bricks a non-exclusive license to host, process and use Customer Data to provide, secure and support the Services, to meet our legal and program obligations, and as described in our Privacy Policy.
8.2 Our role. For records about your organization's donors, members, payees and vendors, Bricks acts as a service provider processing information on your organization's behalf. Your organization is responsible for having the right to provide that information to us, including any notices and consents its donors, members and other individuals require.
8.3 Aggregated data. We may use de-identified and aggregated data that does not identify your organization or any individual to operate and improve the Services.
8.4 Processing on your organization's behalf. For the records in section 8.2, your organization is the business or controller and Bricks is its service provider, contractor or processor, as applicable law uses those terms. Bricks will: (a) process that information only to provide, secure and support the Services, on your organization's instructions given through the Services or in writing, as applicable law permits, or as the law requires; (b) not sell or share it, use it for targeted advertising, or combine it with information from another customer, except as applicable law expressly permits; (c) require its personnel and subprocessors to keep it confidential and to protect it; (d) use only the subprocessors listed at joinbricks.co/subprocessors, which we update before adding one; (e) help your organization respond to requests from individuals and to meet its own legal obligations, to the extent the Services allow; (f) notify your organization without undue delay after confirming a security incident affecting that information; and (g) return or delete it on closure as section 8.5 describes.
8.5 Export and closure. Your organization may export its records from the Services and may ask us for an export of its books and documents when it stops using Bricks. After closure, we keep records as long as the law and our program partners require, as described in our Privacy Policy, and then delete or de-identify them.
9. AI features and agents
9.1 Some features use artificial intelligence to suggest categories, read documents, draft messages and answer questions. Suggestions can be wrong. Your organization should review them before relying on them.
9.2 What AI features and agents may do:
- Read and suggest: categorize transactions, read documents such as grant agreements and receipts, answer questions, and sort support requests.
- Draft for review: messages to donors and others, and proposed payments, bills, card requests and reclassifications. A person in your organization approves each one before it is sent or before any money moves.
- Send without review, only if your organization turns it on: certain drafted messages, such as thank-you notes for gifts under a limit your organization sets.
- Never: approve, release, void or refund a payment; move money; change who has access; or submit an application or filing outside Bricks.
9.3 Every AI action is recorded in your organization's audit log. If your organization allows drafted messages to be sent without review, it is responsible for those messages.
9.4 If your organization connects its own AI assistant to Bricks, the assistant acts within the permissions of the person who connected it, further limited by Bricks, and your organization is responsible for its use. The assistant's provider is a third-party service under section 12.
10. Electronic communications and text messages
10.1 Your organization agrees that we may provide agreements, notices, disclosures and other communications electronically, by email to its administrators or in the Services, and that these satisfy any requirement that they be in writing. Electronic signatures and acceptances given in the Services are binding. Stripe and Celtic Bank provide their own electronic-communications terms for financial accounts and cards.
10.2 Bricks SMS/MMS program. Members Collect, Inc., doing business as Bricks, offers text messaging for Users of Bricks. Messages include requests for a receipt or note on a card purchase, receipt-matching confirmations, and replies from the Bricks assistant. You can send receipt photos by MMS. The program sends service messages, not marketing or promotional texts.
10.3 Consent. Recurring texts require your separate opt-in through the optional SMS consent checkbox shown when you add your mobile number in Bricks, which is not selected by default. Merely providing a phone number, accepting these Terms or being added by your organization does not provide that consent. You do not have to consent to texts to create an account, purchase a service or use Bricks' non-SMS features.
10.4 Frequency and costs. Message frequency varies with your card activity and use of text-message features. Message and data rates may apply to messages you send and receive. Contact your wireless provider with questions about your text or data plan.
10.5 Stopping and rejoining. Reply STOP to any program text to opt out. We may send one text confirming your opt-out, after which program messages will stop unless you opt in again. To rejoin, complete Bricks' SMS opt-in process again. Removing your mobile number in Bricks is also available at any time.
10.6 Help and delivery. Reply HELP for help or email support@joinbricks.co. Mobile carriers are not liable for delayed or undelivered messages.
10.7 Privacy and consent limits. Our Privacy Policy, including section 9, explains how we handle mobile information and SMS consent. Consent is specific to Bricks and the messages you agreed to receive. It cannot be bought, sold, rented or transferred to another sender. The assignment provision in section 21.4 does not transfer your SMS consent to another sender.
11. Not legal, tax or accounting advice
Bricks is not a law, accounting or tax firm, and Bricks does not sign or file returns as a paid preparer. Bricks' reports, acknowledgments, tax forms and filing support are tools, not advice, and do not replace your organization's own legal, tax and accounting advisers. Where your organization engages a certified public accountant to review or sign a return, that engagement is between your organization and the accountant under its own agreement.
12. Third-party services
If your organization connects another service to Bricks, such as accounting software, a gift platform or an AI assistant, that service's own terms apply. Bricks does not control and is not responsible for third-party services, and your organization's use of them is at its own risk.
13. Beta features
We may offer features marked as beta or preview. They may change or be withdrawn at any time, are provided as is, and are excluded from any service commitment.
14. Confidentiality
Each party will protect the other's non-public information that it receives in connection with these Terms with reasonable care, and will use it only to perform under these Terms. This does not apply to information that is public, already known to the recipient, independently developed, or lawfully received from a third party. A party may disclose information when required by law, after giving notice where the law allows.
15. Intellectual property and feedback
15.1 Bricks and its licensors own the Services and all related intellectual property. Subject to these Terms, Bricks grants your organization a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services during its subscription.
15.2 If your organization or its Users send us suggestions or feedback, we may use them without restriction or obligation.
16. Disclaimers
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, BRICKS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. BRICKS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI SUGGESTIONS WILL BE ACCURATE. THIS SECTION DOES NOT LIMIT ANY RIGHT YOUR ORGANIZATION HAS UNDER THE STRIPE OR BANK AGREEMENTS IN SECTION 4, OR ANY RIGHT THAT CANNOT BE WAIVED BY LAW.
17. Limitation of liability
17.1 TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DONATIONS, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY.
17.2 TO THE FULLEST EXTENT PERMITTED BY LAW, BRICKS' TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOUR ORGANIZATION PAID BRICKS IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) $1,000.
17.3 For claims arising from Bricks' breach of section 8.4 or section 14, Bricks' total liability will not exceed the greater of (a) three times the fees your organization paid Bricks in the 12 months before the event giving rise to the claim, or (b) $25,000.
17.4 Sections 17.1 to 17.3 do not apply to your organization's obligation to pay fees or amounts under section 4.8, to a party's obligations under section 18, or to a party's fraud, gross negligence or willful misconduct.
17.5 This section does not limit your organization's rights to its own funds, which are held under the Stripe and bank agreements in section 4 and not by Bricks.
17.6 An order form may set different limits.
18. Indemnity
18.1 By your organization. Your organization will defend, indemnify and hold harmless Bricks and its officers, employees and agents from any third-party claim, and the resulting losses, damages, fines and reasonable legal fees, arising from (a) your organization's or its Users' breach of these Terms or violation of law; (b) your organization's giving pages, campaigns, communications or Customer Data; or (c) your organization's use of funds, including any use contrary to a grant, award or donor restriction. Bricks will give your organization prompt notice of the claim, reasonable cooperation at your organization's expense, and control of the defense, but your organization may not settle a claim that imposes an obligation on Bricks without Bricks' consent.
18.2 By Bricks. Bricks will defend your organization from any third-party claim that the Services, as Bricks provides them, infringe a United States patent, copyright or trademark or misappropriate a trade secret, and will pay the resulting damages and reasonable legal fees finally awarded or agreed in settlement. Bricks has no obligation for claims arising from Customer Data, from your organization's modification or combination of the Services with something Bricks did not provide, or from use in breach of these Terms. If the Services are or may be subject to such a claim, Bricks may modify them, obtain the right to continue providing them, or end your organization's subscription and refund any prepaid fees for the unused period. Your organization will give Bricks prompt notice, reasonable cooperation at Bricks' expense, and control of the defense. This section states Bricks' entire obligation for infringement claims.
19. Disputes and arbitration
19.1 Informal resolution. Before starting an arbitration or court proceeding, a party must send the other a written notice describing the dispute and the relief sought. Notices to Bricks go to support@joinbricks.co and the address in section 22. The parties will try in good faith to resolve the dispute for 60 days after the notice is received.
19.2 Binding arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and where they apply, its Mass Arbitration Supplementary Rules. A single arbitrator will decide the dispute. Hearings will be held by video conference unless the arbitrator decides an in-person hearing is needed, in which case it will be held in San Francisco, California. The arbitrator's award may be entered in any court with jurisdiction. The arbitrator, and not a court, decides questions about the scope and enforceability of this section, except as stated in section 19.4.
19.3 Exceptions. Either party may bring an individual claim in small claims court if it qualifies, or seek an injunction or other equitable relief in court to protect its intellectual property or confidential information.
19.4 No class actions or jury trials. Claims may be brought only in a party's individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims of more than one organization or award relief to anyone other than the parties. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. If this section 19.4 is found unenforceable as to a claim, that claim will be decided by a court under section 19.6, and not in arbitration.
19.5 Opt-out. Your organization may opt out of this arbitration agreement by emailing support@joinbricks.co, with "Arbitration opt-out" in the subject and your organization's legal name, within 30 days after it first accepts these Terms. Opting out does not affect any other part of these Terms.
19.6 Courts. Any dispute not subject to arbitration will be brought only in the state or federal courts located in San Francisco, California, and each party consents to their jurisdiction.
19.7 Time limit. To the extent permitted by law, any claim must be brought within one year after it arises. That period is paused during the informal resolution period in section 19.1.
20. Suspension and termination
20.1 Your organization may cancel at any time by contacting support@joinbricks.co. Cancellation takes effect at the end of the billing period in which it is received, and your organization keeps access until then. Before that date, your organization should close its cards and move its funds out of its financial account; closing a financial account or cards follows the Stripe agreements, and any payments, refunds or disputes still pending are completed under them. For 30 days after cancellation takes effect, your organization may export its records or ask us for an export of its books and documents. After that, we keep and then delete records as section 8.5 and our Privacy Policy describe.
20.2 We may suspend or terminate your organization's access to the Services if it breaches these Terms, if Stripe or a bank partner requires it, if required by law, or to prevent fraud, loss or harm. We will give notice where we reasonably can.
20.3 On termination, your organization's right to use the Services ends, and it must pay any fees and amounts owed. Sections 4.8, 6, 8, 11, 14 to 19, and 21 survive termination.
21. General
21.1 Changes to these Terms. We may update these Terms. We will post the new version with its effective date, and email your organization's administrators at least 30 days before a material change takes effect. If your organization continues to use the Services after that date, it accepts the change. If it does not accept a change, it may stop using the Services before the change takes effect.
21.2 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and by the Federal Arbitration Act as to section 19.
21.3 Entire agreement. These Terms, the documents they incorporate, and any order form are the entire agreement between the parties about the Services, and replace any earlier agreement about them. The Stripe and bank agreements in section 4 are separate agreements.
21.4 Assignment. Your organization may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of assets, or to an affiliate.
21.5 Severability and waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms will remain in effect. A failure to enforce a provision is not a waiver.
21.6 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including outages of third-party networks or providers, other than an obligation to pay money.
21.7 Relationship. The parties are independent contractors. These Terms create no partnership, agency, fiduciary or employment relationship, except that Bricks acts as your organization's platform provider for the purposes described in section 4.
21.8 Notices. We give notices by email to your organization's administrators or in the Services. Your organization gives notices to support@joinbricks.co and to the address in section 22.
21.9 Export and sanctions. Your organization will comply with US export control and sanctions laws in using the Services.
22. Contact, complaints and disputes
For questions, complaints and card disputes, see joinbricks.co/support.
Members Collect, Inc. 1235 Delaplane Grade Road, Upperville, VA 20184 support@joinbricks.co