User Agreement
THIS USER AGREEMENT is hereby entered into by and between Connect Your Cause, Inc. , a Florida corporation (“Company”).
Background
WHEREAS, Charity is an organization eligible to receive tax deductible gifts, as described in section 170(c) of the Internal Revenue Code of 1986, as amended;
WHEREAS, Company has established a website, connectyourcause.com, where the users of such website (“Users”) can make charitable donations (“User Donation”) to one of Company's Charitable Participants (defined below) as the beneficiary of such User Donation;
WHEREAS, The Charitable Participants of Company are those charities eligible to receive donations through Company’s website;
WHEREAS, Company desires to facilitate support for Charity by accepting, processing and forwarding User Donations to Charity; and
WHEREAS, Charity desires to enter into an agreement with Company to become a Charitable Participant of Company, be listed on Company’s website as a Charitable Participant and receive charitable donations from Company’s Users.
NOW, THEREFORE, in consideration of mutual covenants and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Recitations. The above background items are true and correct.Term. The term of this Agreement shall commence upon the execution of this Agreement and shall continue indefinitely until such time as Charity or Company chooses to terminate this Agreement under the terms of Section 8 below.Grant of License. By executing this Agreement, Charity agrees to grant Company a non-exclusive license to use Company’s name, and any images, logos, trademarks or trade names associated therewith, during the term of this Agreement for the purpose of identifying and promoting Charity on Company’s website. Any such license granted hereunder shall terminate upon the termination of this Agreement.Transaction Fee; Donations. Company shall retain seven percent (7.00%) of the proceeds from each User Donation as a fee for facilitating the transaction (the “Transaction Fee”). Once a User Donation designating Charity as the beneficiary is final, and payment of such User Donation is received by Company, Company will remit the proceeds of the User Donation (less the Transaction Fee) to Charity (the “Donation”) within thirty (30) days of Company's receipt of such payment. All Donations received on behalf of, and remitted to, Charity, shall be deemed to have been made directly to Charity by such Users.Donation Receipt. For each User Donation designating Charity as the beneficiary, Company shall provide Charity with such donating User’s information (as provided by such User), and Charity shall prepare a receipt (“Donation Receipt”) for the donor.Representations and Warranties of Charity. Charity represents and warrants the following items to Company:
Charity is, and at all times during this Agreement will remain, an Organization eligible to receive tax deductible gifts, as described in Section 170(c) of the Internal Revenue Code of 1986, as amended, and Charity will use all donations received through Company's website to further the charitable purpose of Charity.
All information provided to Company by Charity for purposes of establishing a profile on Company's website is true and accurate, and should any such information cease to be true or accurate in the future, Charity shall notify Company of such change.
Charity has the right to grant the licenses to Company hereunder, and the use by Company of the materials or rights licensed hereunder, will not infringe the intellectual property rights or similar rights of Charity or and third party.
Charity has the sole authority to grant the license set forth in Section 3 above, and Charity’s use of the license will not infringe upon the rights of any third party.
Indemnification. Charity agrees to indemnify, hold harmless and, at Company's option, defend Company and its officers, directors, employees, licensees, agents and vendors from and against all claims, costs, losses, damages, expenses (including attorney's fees and court costs) and liabilities arising from Charity's breach or alleged breach of any obligation, covenant, representation or warranty under this Agreement. If Company requires Charity to provide defense of any matter for which indemnity is or may be due hereunder, Company may participate in such defense by counsel of its choice at its own expense. Charity shall not settle any claim for which indemnity is due hereunder unless such settlement completely and forever releases Company and other indemnified parties with respect to such claim, or unless Company provides its prior written consent.
Taxes. Notwithstanding Charity's status as an organization eligible to receive tax deductible gifts as described under Section 170(c) of the Internal Revenue Code of 1986, as amended, Charity shall be responsible for all sales, use or other similar taxes, duties, levies, charges or assessments applicable or payable in connection with any User Donations received on behalf of, and remitted to, Charity.Termination of Agreement. This Agreement may be terminated in whole or in part for convenience by either party upon written notification to the other. Termination for convenience shall not apply to provisions in this Agreement that require compliance with applicable laws, regulations or ordinances. Upon termination of this Agreement, Company shall make reasonable efforts to promptly remove all references to Charity from Company's website. Governing Law; Binding Effect. The provisions of this Agreement shall be governed in accordance with the laws of the State of Florida and shall be binding upon the parties hereto and their respective successors, representatives and assigns.Attorneys' Fees. If any party shall breach any term or condition of this Agreement, such breaching party shall be responsible for all attorneys' fees and costs incurred by the non-breaching party.Severability. Should any section or any part of any section of this Agreement be rendered void, invalid or unenforceable by any court of law, for any reason, such a determination shall not render void, invalid, or unenforceable any other section or any part of any section in this Agreement.Notification. All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been served as of the postmark appearing upon the envelope if sent by the United States mail (at the address provided by Charity during this online application; and at the below address for Company) or upon the actual date of delivery if hand delivered to the address listed below. Charity or Company may change the below listed address for receipt of written notices by so notifying the other in writing.Headings. The section and subsection headings have been included for convenience only, are not part of this Agreement and shall not be taken as an interpretation of any provision of this Agreement.Warranties of Company. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, COMPANY PROVIDES NO OTHER WARRANTIES PROVIDED HEREIN, OF ANY KIND OR NATURE. NO WARRANTY IS MADE BY COMPANY ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. CHARITY ACKNOWLEDGES THAT COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY LEGAL REQUIREMENTS TO WHICH CHARITY MAY BE SUBJECT, SUCH AS, BY WAY OF EXAMPLE, ANY REGISTRATION REQUIREMENTS RELATED TO CHARITABLE SOLICITATIONS; NOR DOES CHARITY MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE APPLICABILITY OF TAX LAWS TO CHARITY OR TO ANY DONOR, SUCH AS, BY WAY OF EXAMPLE, ANY USER'S ABILITY TO OBTAIN TAX DEDUCTIONS OR OTHER TAX BENEFITS IN CONNECTION WITH DONATIONS MADE THROUGH COMPANY. CHARITY ACKNOWLEDGES THAT COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES TO CHARITY THAT CHARITY WILL RECEIVE ANY MINIMUM AMOUNT OF DONATIONS OR ANY DONATIONS AT ALL UNDER THIS AGREEMENT.
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