CAUSENETWORK DEALER DONATION PROGRAM

TERMS & CONDITIONS

This Agreement is between CauseNetwork, Inc., a Virginia for-profit corporation (“CauseNetwork”), and the dealer identified in the registration form (“Partner”), together referred to as the “Parties”.  CauseNetwork allows individuals to donate vehicles and to direct donations on encoded websites used to direct a contractually pre-determined percentage of proceeds earned from that individual’s donation of a vehicle (“Vehicle Donation Website”), or donation provided by Partner (“Partner Donation Website”) (together “Websites”), to their chosen charity.

 

I. VEHICLE DONATIONS

A. CAUSENETWORK PROVIDES PARTNER WITH A FREE WEBSITE ENABLING VEHICLE DONATIONS

A.1. CauseNetwork, at its own cost and expense, will create and a Vehicle Donation Website for Partner to enable donation of vehicles that is trackable back to Partner.

A.2. All aspects of completing a sale including towing, refurbishing and auctioning will be performed by the Donation Division of Insurance Auto Auctions (“IAA”), with whom CauseNetwork has contracted with for this purpose.

A.3. The Vehicle Donation Website will not offer any warranties or guarantees by the Parties with respect to any vehicles donated.

B. CAUSENETWORK WILL PAY ROYALTIES FOR VEHICLE DONATIONS MADE THROUGH THEIR WEBSITE VEHICLE DONATIONS

B.1. If Partner opts during the registration process, CauseNetwork will make royalty payments (“Royalties”) to Partner of five percent (5%) of “Net Proceeds” derived from the resale of vehicles donated through the Partner’s Website in return for the Partner’s efforts to generate vehicle donations. “Net Proceeds” are the total payments received by CauseNetwork from IAA, which is after deducting IAA’s cost to tow, fix, refurbish and resell the vehicle.

B.2. Royalties will be computed at the end of each calendar quarter, and will be paid within 30 calendar days after the end of the quarter in which CauseNetwork receives payments from IAA.

B.3. CauseNetwork shall maintain accurate records showing the Net Proceeds paid IAA that were generated by Members’ donation through each Website. Receipt or acceptance by Partner of any statements or Royalties referred to herein shall not preclude Partner from questioning the correctness of any such statements and/or Royalties paid or payable.

 

II. CASH DONATIONS

A. CAUSENETWORK PROVIDES PARTNER WITH A FREE WEBSITE ENABLING CASH DONATIONS TO CHARITIES

A.1. CauseNetwork, at its own cost and expense, will create and a Partner Donation Website for Partner to enable donations to charities that are trackable back to Partner.  The Website will enable the submission of customer information, a sales validation code (if desired), and enable the customer to select from a database of charities to whom a donation will be made by Partner (“Donation Info”).

A.2. Partner will determine the amount of the donation to be made with each entry, which CauseNetwork will cause to be displayed on the Partner Donation Website.

A.3. CauseNetwork will collect the Donation Info and provide it to Partner monthly along with a payment invoice.

B. PARTNER WILL PAY CAUSENETWORK DONATIONS COMMITTED THROUGH THEIR PARTNER DONATION WEBSITE

B.1. CauseNetwork will invoice Partner monthly for the total amount of donations submitted plus a five percent (5%) administrative fee (“Donation Payment”) along with Donation Info.

B.2. Partner will pay CauseNetwork the full amount of the invoice within 30 calendar days after its receipt.

B.3. CauseNetwork shall maintain accurate records of Donation Info. Receipt or acceptance by Partner of any statements or royalty payment referred to herein shall not preclude Partner from questioning the correctness of any such statements and/or royalties paid or payable.

 

III.  GENERAL

A. PLATFORMS IMPLEMENTATION AND ANNOUNCEMENTS

A.1. Partner is responsible for announcing and utilizing its Website to generate donations. Partner will make periodic announcements regarding the Website to its customers using methods it deems appropriate in its sole discretion.

A.2. The Website (including without limitation their design, wireframe structure, underlying code, and look and feel) are and shall remain the sole property of CauseNetwork and may be used by CauseNetwork for other Websites that it operates for other partners.

B. INFORMATION RETENTION AND AUDIT RIGHTS

B.1. Partner may examine CauseNetwork’s books and records during normal business hours and at reasonable times through Partner’s own employees or representative(s) to obtain or verify the information described above. In the event that such inspection reveals an underpayment by CauseNetwork of amounts due Partner hereunder, then CauseNetwork shall be obligated to pay the underpayment within five (5) business days. In the event that such inspection reveals an overpayment by CauseNetwork of amounts due Partner hereunder, then CauseNetwork shall deduct the overpayment from Partner’s subsequent payment.

B.2. All of CauseNetwork’s records relating to transactions shall be maintained for a minimum period of three (3) years following the expiration of this Agreement.

C. TERM AND TERMINATION

C.1. The term of this Agreement will be one (1) year from the date of registration with CauseNetwork, and will automatically renew for successive one-year terms. Either party may terminate this Agreement at any time and for any reason by notifying the other party in writing with 30 days’ notice.

C.2. Upon expiration or termination of this Agreement (i) all rights and licenses provided in this Agreement shall terminate; (ii) CauseNetwork will take down the Website within 30 days; and (iii) CauseNetwork will compute all payments due through the end date and will remit payment or invoice within thirty days thereafter.  If any Donation Payments are due, Partner shall remit such payments within 30 days of the expiration of the Agreement

 D. WARRANTY AND INDEMNITY

D.1 The Parties represent and warrant that each has the full power to enter into this Agreement and to fully perform its obligations hereunder.

D.2 The Parties agree to defend, indemnify, and hold harmless each other and their directors, officers, employees, agents, and representatives from and against any and all losses, expenses, damages, liabilities, and claims whether based upon strict liability, negligence, tort, or contract, arising from breach of the above warranties in Section E.1. The term “expense” as herein used shall include reasonable legal fees incurred by either party unless they elect upon notice by it to the other to defend any claim or suit with attorneys of the other’s choosing at its own expense. The Parties agrees to notify each other, with reasonable promptness, of any such claim, demand, or suit. The Parties agree to fully cooperate in the defense thereof.

D.3. Notwithstanding any of the provisions of paragraphs E.1 and E.1, or any other provisions of this Agreement, in no event shall either Party have any liability for loss due to consequential damages.

E. MISCELLANEOUS

E.1. The relationship of the Parties to each other is solely that of independent contractors. No Party shall be considered an employee, agent, partner or fiduciary of the other except for such purposes as may be specifically enumerated herein, nor shall anything contained in this Agreement be construed to create any partnership or joint venture between the Parties.

E.2. The limit of CauseNetwork liability to Partner shall be the equivalent of the amounts paid to the Partner for the quarter preceding the incident that gave rise to the liability, except this limitation on damages will not limit Partner’s right to collect under-reported or under-payments or the costs of such collection, as described in Section II A and B. Neither Party shall be liable to the other for any indirect, incidental, special or consequential damages, including loss of profits, revenues, use, or other economic advantage. Under no circumstances will either Party be liable for exemplary or punitive damages.

E.3. The terms of this Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia, as applied to contracts entered into by Virginia residents within Virginia, which contracts are to be performed entirely within Virginia, and without regard to any rules or principles of conflict of laws that might otherwise have required the application of the law of another jurisdiction. The sole and exclusive forum for the resolution of disputes brought by either Party shall be the state courts in and for Arlington County, Virginia, (unless the claimant is required to bring the action in federal court, in which event the sole and exclusive forum shall be the United States District Court for the Eastern District of Virginia, Alexandria Division) and the Parties irrevocably consent to personal jurisdiction and venue in those courts.

E.4. This Agreement sets forth the entire understanding and agreement between the Parties with respect to its subject matter, superseding all prior or contemporaneous representations, understandings, and any other oral or written agreements between the Parties with respect to such subject matter. The Parties expressly state that no information or materials aside from terms specifically stated in this Agreement, including without limitation marketing materials, statements and representations of salespeople or other individuals, form or are otherwise a part of the basis of the Parties’ bargain.

E.5. If any provision of this Agreement or application to any Party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, that provision will be amended to achieve as nearly as possible the same effect as the original provision. The remainder of this Agreement, and each other provision hereof, shall be valid and shall be enforced to the fullest extent permitted by law.

E.6. Third-Party Beneficiaries. No third party is entitled to rely on any of the representations, warranties and agreements of the Parties contained in this Agreement.

E.7. Sovereign Immunity. Nothing in this Agreement shall be deemed a waiver of the sovereign immunity of the Commonwealth of Virginia. An electronic copy of this Agreement can be found at: http://my.causenetwork.com/dealer-terms

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