CAUSENETWORK TERMS & CONDITIONS

CAUSENETWORK TERMS & CONDITIONS

This Agreement is between The CauseNetwork Foundation, a Virginia based 501(c)3 non-profit (“Foundation”) and the organization registering their cause on CauseNetwork.com (“Partner”), together referred to as the “Parties”.

Foundation provides a system that allows individuals (“Members”) who have registered on and/or use a Partner Branded Website, Mobile App, Web App, Widgets, iframe code or other fundraising and communications tools (collectively the “Platform”) to direct a contractually pre-determined percentage of gross income derived from Member purchases and donations on the Platform, and advertising fees earned from Member page views on the Platform, donated to Partner for use in its mission-related work.  Foundation has entered into a commercial co-venture contract with CauseNetwork, Inc., a Virginia based for-profit company, to act as a professional solicitor and create and manage the Platform and promotional tools for use by the Foundation and Partner.

PARTNER GRANTS FOUNDATION A LICENSE TO USE ITS TRADEMARKS

As a condition of participation in this program, the Foundation may display Partner’s trademarks on the Platform. Foundation acknowledges that Partner owns all of its federally registered trademarks in the United States and all rights, title, interests and goodwill in its designs, logos, trade names, trademarks, seals, symbols, and mascots, whether registered or not (the “Trademarks”).  Partner grants to Foundation a limited, non-exclusive, non-assignable and revocable license to use Partner’s Trademarks solely for the following purposes:

  1. On the Platform to identify Partner to existing and prospective Members as a cause that they can choose to support.
  2. In promotional materials that may be provided to prospective members, merchants, causes, online and offline media, and investors of CauseNetwork for the purposes of securing better deals for members, larger donations for Partners and funding to support continued management and enhancements to the Platform.

FOUNDATION PROVIDES THE PLATFORM TO PARTNER FOR FREE

Foundation, at its own cost and expense, will create and maintain the Platform and promotional tools that display Partner’s Trademarks, Foundation logo, and/or the CauseNetwork logo.

  • The Platform will feature multiple fundraising tools including donation of electronics and vehicles, and offers for Members to purchase merchandise from stores listed in the Platforms.
    1. In the case of shopping offers, the offers will direct Members to participating store websites where they can complete a purchase and direct a payment by the vendor to the Partner. Neither Foundation nor Partner will be involved in delivering fulfillment of goods, disputes, nor return of goods. Fulfillment of product purchases and donations initiated on the Platform will be executed by the participating businesses that have contracted with Foundation or CauseNetwork on behalf of Foundation.
    2. In the case of donations and other fundraising activities, Foundation or CauseNetwork on behalf of Foundation will enter into agreements with third party organizations to carry out the logistics of the fundraising activity, and Foundation will enable the Member to carry out the activity with the third party through the Platform. Neither Foundation nor Partner will be involved in carrying out these activities. All aspects of execution will be performed by the third party referred to by the Platform.
  • The Platform will not offer any warranties or guarantees by neither Partner nor Foundation with respect to any merchandise purchase, donation or services promoted through the Platform. All warranties and guarantees, returns policy, payment disputes, and claims and/or liabilities arising therefrom, shall be the sole responsibility of the participating business executing the transaction or third party carrying out the fundraising activity.
  • Other than Partner Trademarks displayed on the Platform and in promotional materials, the Platform (including without limitation their design, wireframe structure, underlying code, and look and feel) are and shall remain the sole property of Foundation and/or CauseNetwork and may be freely used for other Platforms that Foundation operates for other partners.

DONATIONS TO PARTNER

C.1.        Foundation will make donations to Partner based on gross income derived from activity associated with the Platform for as long as Foundation continues to display Partner’s trademarks on a Platform.

Partner will receive donations in the amount of:

  1. A minimum of fifty-five percent (55%) of the gross income received in connection with purchases made by Members via Partner’s Platform;
  2. A minimum of fifty-five percent (55%) of advertising fees for advertisements generated by Foundation and displayed on Partner’s Platforms. Advertising Fees received for general placement across its network of partner Platforms will be allocated to each partner based on their relative use of the Platform.
  3. A minimum of eighty-five percent (85%) of advertising fees for advertisements generated by Partner and displayed on Partner’s Platforms
  4. A minimum of eighty five percent (85%) of total funds received by related to vehicle or consumer electronics donations where Partner is identified as the beneficiary.

C.2.        Donations will be computed at the end of each quarter related to monies received related to activities previously facilitated through the Platforms, and will be paid within 30 calendar days after the end of the quarter, by January 31, April 30, July 31, and October 31 of each calendar year.

C.3. Foundation reserves the right to accrue and withhold donations until the total donation for that organization is at least $5.00, at which point the accrued and withheld total donations will be paid in full during the next quarterly donation cycle.

C.4.        Foundation shall maintain accurate records showing the amounts paid by each vendor that were generated by Members’ activities on the Partner’s Platform.  Quarterly payments and statements shall be certified to be correct by an officer of Foundation relating to the preceding quarter and shall mail such statements and payments within thirty (30) days after the end of each calendar quarter.

C.5.        Receipt or acceptance by Partner of any statements or payments referred to herein shall not preclude Partner from questioning the correctness of any such statements and/or royalties paid or payable.

C.6.        Partner may examine Foundation’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 Foundation of the donations allotted to Partner hereunder, then Foundation shall be obligated to donate the underpayment within five (5) business days.  In the event that such inspection reveals an overpayment by Foundation of the donations allotted to Partner hereunder, then Foundation shall deduct the overpayment from Partner’s subsequent quarterly donation.

C.7.        All of Foundation’s records relating to transactions hereunder to Partner shall be maintained for a minimum period of three (3) years following the expiration of this Agreement.

PLATFORMS IMPLEMENTATION AND ANNOUNCEMENTS

Partner is responsible for announcing its Platforms to its constituent groups and requesting those contacts to become Members. Partner will make periodic announcements regarding the Platforms to its Members using methods it deems appropriate in its sole discretion.

Partner will be responsible for increasing membership in the Platforms, and Foundation will be responsible for managing ongoing communications to Members that have registered with the Platforms.

MEMBER DATA, USER AGREEMENT, AND PRIVACY

Members must register with and/or use the Partner’s Platform so that Foundation can track activity in order to attribute donations to Partner. Foundation will include a standard User Agreement on Platforms and will at all times abide by the Privacy Policy posted on the Platforms.

Foundation limits data collection to interactions related to the Platform and information necessary to execute a particular purchase or donation.  Foundation will not disclose sensitive Member personally identifiable information to third parties for marketing purposes, but may pass certain information on Members to third parties that are directly engaged in delivering a service on the Platform that requires such information to fulfill its obligations.

Foundation may assemble, analyze and disclose generic and statistical information regarding the behavior and demographics of users of its Platforms, and may provide aggregated and anonymous statistical information to businesses and to Partner to help each improve the performance of their Platform.  Such information will not contain personally-identifiable or Partner-identifiable information and will only be provided in aggregated anonymous form.

CauseNetwork treats Members who register via the Platform as member of both CauseNetwork and the Platform.

TERM AND TERMINATION

The term of this Agreement will be one (1) year from the date of registration with Foundation, 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.

Upon expiration or termination of this Agreement:

  1. All rights and licenses provided in this Agreement shall terminate;
  2. Foundation will promptly take down the Partner’s Platform within 30 days;
  3. Foundation will compute all donations due through the date that Partner’s name and trademarks were removed from the Platform and will remit donations due within thirty days thereafter.

Warranty and Indemnity

G.1. Partner

G.1.1  Partner represents and warrants that it has the full power to enter into this Agreement and to fully perform its obligations hereunder; that it is the sole owner of the Trademarks licensed hereunder; and that the Trademarks do not infringe upon the statutory or common law copyright, trademark, or any other right of any person, entity, or party.

G..1.2  Partner agrees to defend, indemnify, and hold harmless Foundation and their respective directors, officers, employees, agents, affiliates 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 Partner’s breach of the above warranties in Section

G.1.3.  The term “expense” as herein used shall include reasonable legal fees incurred by Foundation, unless either entity elects upon notice by it to Partner to defend any claim or suit with attorneys of Foundation’s choosing at its own expense.  Foundation agrees to notify Partner, with reasonable promptness, of any such claim, demand, or suit.  Partner agrees to fully cooperate in the defense thereof.  Notwithstanding any of the provisions of paragraphs G.1.1 and

G.1.4, or any other provisions of this Agreement, in no event shall Partner have any liability for loss due to consequential damages.

G.2 Foundation

G.2.1  Foundation represents and warrants that it has the full power to enter into this Agreement and to fully perform its obligations hereunder.

G.2.2  Foundation hereby agrees to defend, indemnify, and hold harmless Partner and its directors, officers, employees, agents, affiliates and members from and against any and all losses, expenses, damages, liabilities and claims whether based upon strict liability, negligence, tort, or contract, arising out of or relating to (a) the advertising, sale or distribution of any goods through the Platforms; (b) a claim or judgment that the Platform violates any trademark (except trademarks provided by Partner), copyright, patent or any right of privacy, or contains anything libelous or defamatory; or (c) the failure or alleged failure by Foundation to observe the requirements of state, federal, or other applicable law with respect to the performance of its obligations under this Agreement.  The term “expense” as herein used shall include reasonable legal fees incurred by Partner unless Partner elects upon notice by it to Foundation to defend any claim or suit with attorneys of Partner’s choosing at its own expense.  Partner agrees to notify Foundation, with reasonable promptness, of any such claim, demand, or suit.  Foundation agrees to fully cooperate in the defense thereof.  Notwithstanding any of the provisions of paragraphs G.2.1 and G.2.2, or any other provisions of the Agreement, in no event shall Foundation have any liability for loss due to consequential damages.

GENERAL TERMS

  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. The Partner does not sponsor, endorse, or make any express or implied warranties for Foundation.  CauseNetwork, Inc., its affiliates and licensors are expressly intended third party beneficiaries of this Agreement.
  2. The limit of Foundation’s liability to Partner shall be the equivalent of the donations made 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-paid donations or the costs of such collection, as described in C.4. 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. The foregoing limitation shall not apply to any breach of a privacy policy or the loss or improper disclosure of personally-identifiable information of users of the Platforms. Under no circumstances will either party be liable for exemplary or punitive damages.
  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 Partner 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.
  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.
  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.
  6. Conflicts of Interest. No employee of the Partner may receive compensation from Foundation unless authorized by the Partner in writing.
  7. 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.
  8. Confidentiality of Personally Identifiable Information. Other than for the purposes identified in this Agreement, Foundation shall assure that information and data obtained as to personal facts and circumstances related to Members will be collected and held confidential, during and following the term of this contract, and will not be divulged without the individual’s and the Partner’s written consent and only in accordance with federal law or the Code of Virginia. Foundation shall utilize, access, or store personal identifiable information as part of the performance of this contract in a secure environment and will notify the Partner of any breach or suspected breach in the security of such information. Foundation shall allow the Partner to participate in any investigation of incidents and exercise control over decisions regarding external reporting.
  9. 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/register-my-cause/terms

Accepted by the parties when Partner registers their cause on the CauseNetwork or Foundation website.

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