NPO Terms and Conditions
1. Our Partnership
- 1.1 We assist nonprofit organizations (“NPOs”) in receiving donations from CollectiveAid’s site and its members(“CollectiveAid”). We do this by registering NPOs as Participating Nonprofits in the CollectiveAid Program, and by providing information about those Participating Nonprofits to persons who visit and use CollectiveAid. Information and registering tools for NPOs are available at www.CollectiveAid.co (the “CollectiveAid’s Website“).
- 1.2 To facilitate support for NPOs, we accept, process and forward donations received from CollectiveAid’s Users via their own Paypal accounts (Without ANY deductions from CollectiveAid) to the Participating Nonprofit of their choice (the “Charitable Beneficiary“). CollectiveAid will issue receipts to its users for each donation, who in turn may be able to deduct such donations to the full extent allowed by law.
- 1.3 CollectiveAid provides direct benefit to NPOs in three ways:
- (i) Participating Nonprofits may receive donations from CollectiveAid users who sell items and services through CollectiveAid and choose to donate a percentage of their proceeds (“Community Sellers“). Community Sellers may, while listing an item or a service through CollectiveAid, search and select the Charitable Beneficiary of their choice.
- (ii) CollectiveAid Users (acting as “Donors”) can make direct donations not connected to specific CollectiveAid listings to a Participating Nonprofit, by way of “Donate Now” and similar features in the portal that gets created for them automatically via the PayPal account they provide in their settings.
- (iii) CollectiveAid enables its users with broadcasting tools to create Campaigns to bring awareness to specific charities and causes of their choosing.
2. Your Eligibility to Register
- 2.1 To become a Participating Nonprofit your organization must be a Tax-Deductible Organization in “good standing.” i.e. your organization must meet the requirements to be treated as a public charity by the Internal Revenue Service (“IRS“), and we must not have received any information that your organization has problems with its public accountability. You agree to provide us written documentation, such as a copy of your 501(c)(3) determination letter from the IRS or other requested proof of your tax-deductible status (“Proof of Status“). You will promptly update and notify us in case of any changes; if your status as a Tax-Deductible Organization varies, and/or if the IRS or any state or local government initiates an inquiry into your status. You agree to provide any information that we may reasonably require related to your Tax-Deductible Status.
- 2.2 To become a Participating Nonprofit, you must register with CollectiveAid and complete a “Nonprofit Profile.” This profile will include general information about your organization, and contact information.
- 2.5 As a Participating Nonprofit, you have the option to receive donations from Donors through “Donate Now” and similar features. To exclude your organization from these features, update this preference in your Nonprofit Profile.
3. Your Obligations
- 3.1 Participating Nonprofits must provide us a written statement that describes the organization and its nonprofit purposes and objectives (a “Mission Statement“), so we can provide that information to our users (“CollectiveAid Users”). You agree to provide a Mission Statement in an appropriate electronic text format, and you agree to update your Mission Statement as requested and as necessary to maintain its accuracy.
- 3.2 You agree to provide a copy to us an electronic version of your logo (if you have one) that meets our technical requirements. We will use your organization’s name and logo to identify you on the CollectiveAid web site, and to identify you as the Charitable Beneficiary of CollectiveAid listings, when appropriate. You hereby grant CollectiveAid a non-exclusive license to use your organization’s name and logo(s) during the term of this Agreement to identify your organization. We acknowledge that you retain ownership of your trademarks, trade names and servicemarks and any associated goodwill.
- 3.3 You bear sole responsibility for complying with all laws, rules and regulations applicable to your activities under this Agreement and to your status as a Tax-Deductible Organization. You understand that you may have obligations to register under state or local laws regarding charitable solicitations, and that CollectiveAid has no obligation to assist with any such registration. Nor shall we have any liability for your failure to register properly. You agree to bear all costs associated with your compliance with such requirements. You agree that, for purposes of state charitable solicitation laws or regulations, nothing in this License Agreement is intended to cause CollectiveAid in any way to act as a professional fundraiser or fundraising counsel on your behalf.
- 3.4 We expect all Participating Nonprofits to meet our standards for NPOs that are appropriate to be part of our community. We reserve the right to deny or revoke Participating Nonprofit status to any NPO that fails, in CollectiveAid’s sole opinion, to meet these standards.
4. Receiving Donations
- 4.1 As long as you are a Participating Nonprofit, we will post information about your organization on the CollectiveAid Web Site, including your organization’s name, Mission Statement and logo. We will permit CollectiveAid Users to access that information. If a Community Seller specifies you as Charitable Beneficiary for a particular CollectiveAid listing, this information (or a hyperlink to it) will be included in that listing.
- 4.2 We will permit Community Sellers to select you as a Charitable Beneficiary for any listing they submit. We will notify you when you have been named Charitable Beneficiary for a listing (unless you opt out of notification). We understand that Participating Nonprofits may prefer not to receive donations from particular listings that are contrary to their policies. For that reason, we permit you to use CollectiveAid online tools to request that CollectiveAid remove your designation as Charitable Beneficiary for a particular listing. Whenever you request a listing be removed, we will use commercially reasonable efforts to remove it within 24 to 48 hours. You acknowledge that your disapproval of a particular CollectiveAid listing extends only to your designation as the Charitable Beneficiary. If you disapprove that designation, you waive all claims to the donation.
- 4.3 Community Seller listings and “Donate Now” gifts made through CollectiveAid are processed through NPOs’ own PayPal accounts which first given to CollectiveAid’s Adaptive Payment system powered by PayPal, and we give them to Charitable Beneficiaries (without ANY deduction except of those of imposed by third party such as Paypal). As a result, all donations you receive pursuant to this Agreement, if any, are actually donations made to you by your own PayPal account.
- 4.4 You acknowledge and agree to CollectiveAid’s business strategy which engages and retains certain members as Campaigners to create and manage Campaigns, described in section 7 herein to raise funds for NPOs listed in CollectiveAid’s Website.
- 4.5 You acknowledge that we make no promise that you will receive any minimum amount of Donations or any Donations at all.
- 4.6 You acknowledge that distributions made to you is subject to our obligations to Community Sellers, and those imposed by PayPal.
- 4.7 Any donations distributed to you under this Agreement will be made by your own PayPal account.
- 4.8 We reserve the right not to distribute a donation to you, even if you are the Charitable Beneficiary for that donation, if:
- (i) we are unable to deliver a donation (e.g., if the PayPal account and/or contact information you have provided in your Nonprofit Profile is invalid);
- (ii) at any time you are in breach of this Agreement;
- (iii) you cease to be a Tax-Deductible Organization;
- (iv) doing so would not allow us to remain in compliance with applicable laws; or
- (v) doing so would bring disrepute to CollectiveAid.
- We reserve the right to instead redirect any donation to another entity, or to use or dispense with the donation in any manner consistent with our policies.
- 4.9 You will promptly refund the full amount of any donation you receive from donors if, when you receive it,
- (i) you have ceased to be a Tax-Deductible Organization;
- (ii) this Agreement has terminated;
- (iii) you are not a Participating Nonprofit in good standing.
- 4.9.1 We reserve the right to offset amounts that we would otherwise donate to you in the future, against amounts donated while you are not in good standing.
5. License and Access to CollectiveAid Web Site
- 5.1 As long as you are a Participating Nonprofit and subscriber as described in item number 6 herein, you may access the “Nonprofit Area” and other parts of the CollectiveAid Web Site, solely for the purposes contemplated by this Agreement. We grant you a non-exclusive, non-transferable, non-sublicenseable license during the term of this Agreement, subject to the terms and conditions herein, to download, install and display the software, scripts and other content (e.g., graphics) that we have specifically identified as available for download.
- 5.2 Certain limitations and restrictions apply to the licenses and rights granted to you in this Agreement. You understand and agree that these licenses and rights may be exercised only by your employees and agents (including volunteers) acting on your behalf, that you are responsible for their conduct in using the CollectiveAid Web Site, and that these licenses and rights may not be assigned to any other person or entity or used on another’s behalf.
- 5.3 If you use CollectiveAid as a Direct Seller, you acknowledge that your sales from CollectiveAid are transactions between you and the relevant buyer(s). You remain solely responsible for delivery of items and collection of amounts owed to you by those buyers.
- 5.4 You acknowledge CollectiveAid Web Site (including the Nonprofit Area) and all associated intellectual property rights are owned by CollectiveAid.co. All rights that are not expressly granted to you by this Agreement are expressly reserved by CollectiveAid.
- 5.5 You understand that CollectiveAid is not affiliated with Paypal and no license or other rights are granted by this Agreement to access or to use Paypal. Your use of PayPal remains subject to the terms and conditions of any agreement between you and PayPal.
- 6.1 There are no upfront costs to use our services for qualified NPOs as stated in section 4.
- 6.2 We commissionize members who select to play the role of Campaign Manager to utilize our online tools to broadcast and solicit friends, friends-of-friends, and family members to donate to NPOs of their choosing listed in CollectiveAid’s Website by sells/purchases of goods and/or services. We incentivize such actions by allowing members to earn commissions from donations they raise for any NPOs listed and registered in CollectiveAid’s Website. Such commissions will be automatically deducted from the donation they raise for the NPOs of their choosing at the rate of 5% to 20% described in item section 7 herein.
- 6.3 You acknowledge that we reserve the right to adjust these rules from time to time.
- 7.1 To help to increase donations to NPOs, CollectiveAid provides crowdfunding-alike tool sets to members who like to play the role of Campaign Manager or “Campaigner”. Such role incentivizes them to share and broadcast causes and charities of their choosing listed in CollectiveAid’s Website for specific target dollar donation amount of their choosing. Campaigners will promote and encourage friends, friend-of-friends, and family members to buy and sell goods/services where portion of their proceeds will be donated to specific charity that campaign is for. Upon meeting the target dollar amount that Campaigner will receive commissions, which are stated in our Commission section of our user Terms and Conditions.
- 7.2 All NPOs, by registering in CollectiveAid’s online platform “collectiveaid.co” you acknowledge and agree to incentivize CollectiveAid’s Campaigners based on rules and regulations is set forth in CollectiveAid’s User Terms and Conditions polocies.
- 8.1 Notwithstanding your status as a Tax-Deductible Organization, you will be responsible for all sales, use, value added or other similar taxes, duties, levies, charges or assessments applicable or payable in connection with donations made to your organization pursuant to this Agreement.
9. Warranties and Disclaimers
- 9.1 You represent and warrant to us that:
- (i) you are, and at all times during the term of this Agreement will remain, a Tax-Deductible Organization with public charity status described in section 170(c) of the Code;
- (ii) you will utilize donations received from CollectiveAid in accordance with such tax-exempt status;
- (iii) you will at all times use the CollectiveAid Web Site and PayPal with all applicable laws, rules and regulations, including any requirements governing solicitation of charitable donations;
- (iv) all information provided by you in your Profile and through the CollectiveAid Web Site is true and accurate;
- (v) you have the right to provide all information provided by you in your Profile or otherwise, the right to authorize us to use this information as contemplated herein and the right to enter into this Agreement on behalf of your organization;
- (vi) you have the right to grant the licenses to CollectiveAid hereunder; and our use, as contemplated by this Agreement, of materials or rights licensed hereunder, will not infringe the intellectual property rights or similar rights of any third party;
- (vii) you will not disparage CollectiveAid, Paypal, any Participating Nonprofit or any partner or sponsor of CollectiveAid identified within the CollectiveAid Web Site; and
- 9.2 You agree to indemnify, hold harmless and, at our option, defend CollectiveAid and its officers, directors, employees, licensees, agents and vendors from and against all claims, costs, losses, damages, expenses (including attorneys’ fees and court costs) and liabilities arising from your breach or alleged breach of any obligation, covenant, representation or warranty under this Agreement. If CollectiveAid requires you to provide defense of any matter for which indemnity is or may be due hereunder, CollectiveAid may participate in such defense by counsel of its choice at its own expense. You will not settle any claim for which indemnity is due hereunder unless such settlement completely and forever releases CollectiveAid and the other indemnified parties with respect to such claim, or unless CollectiveAid provides its prior written consent.
- 9.3 WE MAKE AVAILABLE THE COLLECTIVEAID WEB SITE, THE NONPROFIT AREA AND NONPROFIT PROFILE FOR CHARITABLE PURPOSES, AND FOR COMMERCIAL, FOR-PROFIT PURPOSES. YOU ACKNOWLEDGE THAT THE COLLECTIVEAID WEB SITE, THE NONPROFIT AREA AND NONPROFIT PROFILE, AND OUR PERFORMANCE HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, AND WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, DATA ACCURACY OR SYSTEM INTEGRATION. NO WARRANTY IS MADE BY US ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE PERFORMANCE, EFFICIENCY OR AVAILABILITY (INCLUDING “UPTIME”) OF THE COLLECTIVEAID WEB SITE OR THE NONPROFIT AREA AND NONPROFIT PROFILE. NO REPRESENTATION OR WARRANTY IS MADE THAT OPERATION OF THE COLLECTIVEAID WEB SITE (INCLUDING THE NONPROFIT AREA AND NONPROFIT PROFILE) WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE COLLECTIVEAID WEB SITE (INCLUDING THE NONPROFIT AREA AND NONPROFIT PROFILE) WILL OPERATE AS EXPECTED OR WILL MEET YOUR PARTICULAR NEEDS OR PURPOSES. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING ANY LEGAL REQUIREMENTS TO WHICH YOUR ORGANIZATION MAY BE SUBJECT, SUCH AS, BY WAY OF EXAMPLE, ANY REGISTRATION REQUIREMENTS RELATED TO CHARITABLE SOLICITATIONS; NOR DO WE MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE APPLICABILITY OF TAX LAWS TO YOUR ORGANIZATION OR TO ANY COMMUNITY SELLER OR DONOR, SUCH AS, BY WAY OF EXAMPLE, ANY COMMUNITY SELLER’S ABILITY TO OBTAIN TAX DEDUCTIONS OR OTHER TAX BENEFITS IN CONNECTION WITH DONATIONS MADE THROUGH COLLECTIVEAID. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU THAT YOU WILL RECEIVE ANY MINIMUM AMOUNT OF DONATIONS OR ANY DONATIONS AT ALL UNDER THIS AGREEMENT.
- 9.4 IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED $10. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. IF YOU HAVE AUTHORIZED ANY THIRD PARTY TO ENTER THIS AGREEMENT ON YOUR BEHALF (E.G., AN ASSOCIATION OF NONPROFIT ORGANIZATIONS), OR TO PERFORM ON YOUR BEHALF (E.G., TO RECEIVE AND PROCESS ANY DONATIONS MADE TO YOU), YOU UNDERSTAND AND AGREE THAT YOU ARE RESPONSIBLE FOR THE ACTS AND OMISSIONS OF THAT THIRD PARTY, AND WE HAVE NO RESPONSIBILITY UNDER THIS AGREEMENT OR ANY LIABILITY TO YOU ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH THAT THIRD PARTY’S ACTS OR OMISSIONS. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS PARAGRAPH AND THE PRECEDING PARAGRAPH FORM AN ESSENTIAL BASIS OF THE ARRANGEMENT BETWEEN YOU AND US, AND ABSENT THE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF OUR LIABILITY SET FORTH ABOVE, THE TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
10. Term and Termination
- 10.1 This Agreement becomes effective when you have accepted our Terms by following the instructions on the CollectiveAid Web Site. Once in effect this Agreement will continue until terminated by either of us.
- 10.2 You may terminate this Agreement (and cancel your status as a Participating Nonprofit) at any time and for any reason by providing written notice to us, or by using the tools provided for that purpose within the Nonprofit Area of the CollectiveAid Web Site.
- 10.3 If you breach this Agreement at any time, you are not considered to be “in good standing.” We may suspend your access to the CollectiveAid Web Site and/or the Nonprofit Area in order to require you to remedy a breach. We may terminate this Agreement at any time and for any reason by providing notice to you in accordance with this Agreement.
- 10.4 After termination of this Agreement, we will exercise reasonable efforts to promptly remove your Mission Statement and logo(s) from the CollectiveAid Web Site, as well as any reference to you as a current Participating Nonprofit. Upon such removal, the licenses you have granted to us in such materials will expire.
- 10.5 You understand that we have no obligation to make any donations to you (even those where you have been specified as the Charitable Beneficiary), or otherwise to provide any services or perform other obligations under this Agreement, after the termination of this Agreement for any reason.
- 10.6 Any obligations you have incurred before termination will survive as obligations even after termination.
- 10.7 The obligations of Sections 3.3, 4.8, 4.9, 5.2, 5.3, 5.4, 5.5, 6.2, 6.3, 8.1, 9, 10.4, this 10.7 and 11 will survive the termination of this License Agreement.
11. Miscellaneous Terms and Conditions
- 11.2 You acknowledge that in entering and performing this Agreement both CollectiveAid and you are acting solely as independent contractors, and nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship, and neither party is acting as an agent of the other party. For purposes of clarity, neither party has any authority to make any commitments on behalf of the other party or to purport to bind the other party in any manner or to any extent.
- 11.3 We may give notice pursuant to this Agreement by any means of contact in your Nonprofit Profile and will be effective when sent. If you fail to provide valid and current contact information as required, you waive your right to receive notices under this Agreement during the period of such failure. Notices may also be given by posting information within the CollectiveAid Web Site and, except as required by the following Section 10.4, will be deemed effective when posted. Notices from you to us must be given by email or other means provided within the CollectiveAid Web Site and will be deemed given when actually received by us.
- 11.4 We may amend this Agreement at any time by posting amended terms on the CollectiveAid Web Site. We will send a message to the email address in your Nonprofit Profile alerting you. Except as otherwise expressly stated in such a posting, all amended terms shall automatically be effective and legally binding upon you 14 days after having been posted on the CollectiveAid Web Site. Your continuation as a Participating Nonprofit, and/or your continued access to or use of the CollectiveAid Web Site after such 14 day period will constitute your complete consent and acceptance to all such amended terms. If you do not accept the amended terms you may terminate this Agreement as set forth in Section 9 of this Agreement. Apart from such posting by us, this Agreement may not otherwise be amended except in a written document (i) that expressly references this Agreement and/or any affected amended terms as posted by us and (ii) that is executed by both you and us.
- 11.5 Should any provision of this Agreement be held by a court or other tribunal of competent jurisdiction to be void, illegal, invalid, inoperative, or unenforceable, the remaining provisions of this Agreement shall not be affected and shall continue in effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
- 11.6 You may not assign this Agreement without our prior written consent; any attempted assignment in violation of the foregoing will be null and void. We may assign this Agreement to any third party without your consent. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the respective successors and permitted assigns of you and us.
- 11.7 Our failure to partially or fully exercise any right will not be considered a waiver of that right unless we so state in writing to you. The waiver of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. Any remedies made available to us by the terms of this Agreement are cumulative and are without prejudice to any other remedies that may be available to us in law or equity.
- 11.8 Any dispute between you and CollectiveAid which cannot be resolved by negotiation shall be submitted to mediation, and if mediation fails, arbitration, under the rules of the American Arbitration Association, or any comparable entity that you and we may subsequently agree upon in writing. Any arbitration award issued by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, you acknowledge that unauthorized use of our proprietary materials, information or technology may cause irreparable harm to CollectiveAid for which monetary damages would be an inadequate remedy. Accordingly, we have the right, without necessity of posting bond, to seek injunctive or other equitable relief from any court of competent jurisdiction to protect our rights in intellectual property or confidential information.
- 11.9 This Agreement shall be governed and interpreted in accordance with the laws of the state of California without regard to its principles of conflict of laws. Venue for mediation, arbitration, or litigation of any dispute, controversy, or claim arising out of, in connection with, or in relation to this Agreement, or the breach thereof, shall be proper only within a mediation or arbitration process or in a tribunal of competent jurisdiction within the state of California in United States.