WORTHY CAUSE TERMS
Last updated on 31 May 2020
If you are a Designated Representative for a B1G1 Giving-approved Worthy Cause, the Worthy Cause Cooperation Agreement set forth below is applicable to you.
We are pleased to welcome you as a B1G1 Giving Worthy Cause, and we wish you every success in soliciting contributions to your cause through our program. This document outlines the Cooperation Agreement between you and B1G1 Giving, Inc. This important agreement sets forth standard policies and procedures that allow us to run our website and provide our services for you. If you have any questions about our Cooperation Agreement or about any aspect of our relationship with you, please contact us at email@example.com.
This Cooperation Agreement (the “Agreement“) is between your Worthy Cause (“you“) and B1G1 Giving, Inc. (together with our affiliates, service providers, and partners, “B1G1 Giving,” “we,” or “us“), a US 501(c)(3) charitable organization headquartered at 2528 NE 13th Avenue, Portland, OR 97212, USA. The Agreement governs your use of (i) the website at www.b1g1.org and any successor website(s) (the “Site“); and (ii) any applications (including but not limited to mobile applications) made available by us from time to time (such as, but not limited to, the Facebook group site hosted at https://www.facebook.com/groups/ B1G1WorthyCauseUpdates) and any ancillary services we provide to you in connection with your use of the Site and other applications (collectively referred to here as the “Services“), including the materials and information posted on the Site or provided with the Services, and the functionality that permits you to solicit and receive donations or to use any other functionality offered through the Site or our Services.
Please read this Cooperation Agreement carefully, as it contains important information regarding your legal rights and remedies. By accessing and using the Site or Services, you signify that you have read, understand, acknowledge, and agree to be bound by this Agreement.
1. Definitions. The terms “B1G1 Giving,” “we” or “us” refer to B1G1 Giving, Inc., a US 501(c)(3) charitable organization headquartered at 2528 NE 13th Avenue, Portland, OR 97212, USA, together with our affiliates, service providers, and partners. The term “Worthy Cause” refers to any entity which has been authorized in writing by B1G1 Giving to employ the Site or the Services to solicit financial contributions to their cause. The terms “you,” “your” or “user” refer to any Worthy Cause authorized by B1G1 Giving. The term “Member” refers to any individual or business entity with a valid, paid membership in the B1G1 Business for Good program, which program is described in detail and made available through the website at www.b1g1.com. The term “Donor” refers to any individual or business entity, other than a Member, which uses the Site or the Services to make financial contributions to a Worthy Cause.
By using the Site or Services, you acknowledge and agree that you are at least eighteen years of age, are legally competent, and that you are entering into a legally binding contract with B1G1 Giving governing your use of the Site and Services, which contract includes all Supplementary Terms. If you are an individual accepting this Agreement on behalf of a Worthy Cause, you warrant that you have the legal right to accept this Agreement on behalf of such Worthy Cause and that the Worthy Cause will also be bound by this Agreement.
You acknowledge and agree that a printed version of this Agreement and/or any electronic communication from B1G1 Giving shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement and/or your use of the Site and Services to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
3. Additional Terms. You acknowledge that there may be times when B1G1 Giving offers a special feature or service, like a downloadable application, or a special feature or service provided by one of our many partnering organizations, and that these special features may have their own terms and conditions that apply in addition to those set forth in this Agreement. In those cases, the terms specific to the special feature, service or application control, but only to the extent there is a conflict with this Agreement.
4. Amended Terms. We reserve the right, in our sole discretion, to change the terms of this Agreement and issue an Updated Agreement from time to time. You agree that we may notify you of the Updated Agreement by posting it on the Site or Services, and that your use of the Site or Services after the effective date of the Updated Agreement (or engaging in such other conduct as we may reasonably specify therein) constitutes your consent to the Updated Agreement. The Updated Agreement will be effective as of the time of posting, or on such later date as may be specified by its terms, and will apply to your use of the Site or Services from that point forward. This Agreement will govern any disputes arising before the effective date of the Updated Agreement.
5. Improvement, Modification, Suspension, and/or Cancellation. B1G1 Giving reserves the right to modify the Site and Services, and to change, suspend, or discontinue providing all or part of the content or functionality of the Site or Services in its sole discretion, with or without notice. We may shut down the Site or Services for maintenance and development work whenever we deem it necessary. You agree that B1G1 Giving shall not be liable to you or to any third party for any such actions. You acknowledge that you are familiar with the Site and Services functions, and that they are sufficient without modification to meet your requirements. You agree that we have no obligation whatsoever to customize, modify or improve the Site or Services.
7. User Credentials. When you create an account or profile, submit information to us, or make a donation, you may be asked to provide certain personal information, such as your name and contact information, and be given the opportunity to select one or more user names and passwords (collectively, your “User ID”). You represent, acknowledge and agree:
- To provide accurate and truthful information, and to promptly update this information to reflect any changes;
- That you have all rights in the information necessary to provide it to B1G1 Giving;
- That your User ID is for your personal use only and may not be transferred to any third party;
- That you are exclusively responsible for the security and confidentiality of your User ID, and for all use of the Site or Services that occurs in connection with your User ID, with or without your knowledge;
- That you are required to completely log out of the Site or Services at the end of each session and to notify B1G1 Giving promptly if you learn of any unauthorized use of your User ID;
- If you are accepting this Agreement as a representative on behalf of a Worthy Cause, that you are authorized to submit the registration information on behalf of that Worthy Cause;
- That B1G1 Giving will not be liable for any loss or damage arising from your failure to comply with this section; and
- That any information submitted under your User ID is subject to the “Personal Information” terms specified in Section 6 above.
8. Rules of Conduct. You acknowledge and agree that:
- Your use of the Site and Services are conditioned on your compliance with this Agreement and all applicable laws, rules, and regulations, including without limitation, United States government laws, rules and regulations restricting the use of funds to facilitate or support terrorism or terrorist organizations or individuals. Without limiting the foregoing, you specifically agree that throughout the period of your Worthy Cause’s approval, you will not do business with, nor facilitate any contributions to or from, any individual or entity included in the United States Treasury Department’s Specially Designated Nationals and Blocked Persons List (“US SDN List“), and that you will, upon receipt of any written request from B1G1 Giving, promptly re-confirm to us in writing that your Worthy Cause remains in compliance with this statement.
- Any information you provide in connection with your use of the Site or Services must be true, accurate, and complete at the time provided, and you will maintain, update, and correct such information regularly.
- You will not, without our express written consent:
- Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, or for any purposes that are competitive with B1G1 Giving, any element of the Site or Services, including any information or materials made available on or through the Site or Services;
- Modify, adapt, translate, reverse engineer, decompile or disassemble any element of the Site or Services;
- Remove any copyright, trademark or other proprietary rights notice from the Site or Services or any materials posted on or originating from the Site;
- Frame or mirror any element of the Site or Services;
- Systematically download Site or Services content to create a separate database;
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine,” “harvest” or in any way gather Site or Services content, or reproduce or circumvent their navigational structure or presentation;
- Advertise, promote, market, or offer to sell or buy any goods or services on or through the Site or Services;
- You will not use the Site or Services to:
- Engage in fraudulent or unlawful activities of any kind;
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal, privacy, publicity, or other rights of others;
- Impersonate any person or entity; falsely state or otherwise misrepresent your affiliation with any person or entity; or assert or imply that B1G1 Giving or any Site or Service user endorses any statement you make;
- Interfere with or disrupt the operation of the Site or Services or any servers, hardware, or software used in connection with the Site or Services;
- Transfer or copy any protected material, content or information made available through any restricted portion of the Site or Services to any non-restricted portion of the Site or Services or to any public forum;
- Restrict or inhibit any other person from using the Site or Services.
- You will not post, transmit, distribute, publish, use, or otherwise make available, through or in connection with the Site or Services:
- Anything that is or may be (i) threatening, harassing, degrading, hateful or intimidating; (ii) defamatory; (iii) fraudulent or tortuous; (iv) obscene, indecent, pornographic, offensive, or otherwise objectionable, in all cases as determined by B1G1 Giving in its sole discretion;
- Anything that is protected by copyright, trademark, trade secret, right of publicity, moral rights, or other proprietary right without authorization from the rights-owner;
- Any material that would give rise to criminal or civil liability; that encourages violence or other conduct that constitutes a criminal offense; or that encourages or provides instructional information about violent, offensive, or illegal activities;
- Any hardware, software, equipment, virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that may: (i) harm B1G1 Giving or invade, harm, disrupt or hijack the operation of the Site or Services; (ii) mislead or harm any third party; (iii) monitor access to or use of the Site or Services by others;
- Any unsolicited or unauthorized advertising, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme,” communication or solicitation designed or intended to obtain password, account, or private information from any user;
- Any other form of advertising or promotional material, irrespective of its purpose or effect, without the prior written consent of B1G1 Giving; or
- Any “lobbying” or “electioneering” materials within the meaning of the United States Internal Revenue Code of 1986, as amended.
9. Monitoring. You acknowledge and agree that, in its sole discretion, B1G1 Giving may (but has no obligation to): (i) monitor any user-posted information or content; (ii) post, alter, remove, or refuse to post any user-provided content; and/or (iii) disclose the content of any user-posted information, as well as any other information pertaining thereto or pertaining to the circumstances surrounding the transmission, posting, or use of such information to you or any third party. B1G1 Giving may take such steps, in its sole discretion, to operate the Site or Services; to protect the rights and properties of B1G1 Giving and third parties; to comply with legal obligations or governmental requests; to enforce this Agreement; and/or for any other reason or purpose. Without limiting the foregoing, you acknowledge and agree that B1G1 Giving is not responsible for screening, policing, editing or monitoring any such user-posted content. If notified of allegedly infringing, defamatory, damaging, illegal or offensive conduct, B1G1 Giving may investigate the allegation and determine, in its sole discretion, whether to remove or request the removal of such user content from the Site or Services. However, B1G1 Giving cannot ensure prompt editing or removal of questionable user content after online posting. Accordingly, B1G1 Giving shall not assume any liability for user-posted content or third-party conduct, communication or information on the Site or Services.
10. Links. From time to time B1G1 Giving may post and/or may permit you, other Site or Services users or third parties to post on the Site or through the Services links to third party sites (“Links“). Such Links are provided subject to Section 15 below, and are posted WITHOUT WARRANTIES OF ANY KIND, FOR USE AT YOUR OWN RISK. You acknowledge and agree that B1G1 Giving does not control or endorse any information, products, or services made available via Links, and is not responsible for the accuracy, reliability, quality, or legality of any such information, products, or services. It is your responsibility to evaluate the information, opinions, advice or other content available through the Links, whether posted or provided by third parties or by B1G1 Giving. B1G1 Giving may remove any Links at any time, for any reason or for no reason.B1G1 GIVING WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY TRANSACTIONS YOU CONDUCT WITH THIRD PARTIES, INCLUDING THE TERMS, CONDITIONS OR RESULTS OF ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY, AND YOU ACKNOWLEDGE THAT B1G1 GIVING CANNOT CONTROL WHETHER AND HOW ANY DONATIONS ARE MADE OR USED BY ANY THIRD PARTY. IF YOU HAVE A DISPUTE WITH ANY THIRD PARTY REGARDING ANY THIRD PARTY PROMISES (INCLUDING PROMISED OR PLEDGED DONATIONS), PRODUCTS AND/OR SERVICES, YOU RELEASE B1G1 GIVING (AND ITS RESPECTIVE SUCCESSORS, SPONSORS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, SUPPLIERS AND MEMBERS) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
11. Donations to Worthy Causes; 100% to Worthy Cause. Upon approval of your Worthy Cause’s membership, information you provide will be uploaded onto the Site and/or incorporated into the Services. You are required to list each project and its required funding with accurate figures to ensure the delivery of the specified activities with the funding received from B1G1 Members and other Donors. You are entirely responsible for maintaining the correct and accurate information listed on the Site, and to update the information in accordance with Section 19 below. Once you have received the funding for your projects from us, you must deliver the funded Worthy Cause project activities within six (6) months from the date of your receipt of the contributions, unless special arrangements are agreed to in advance, in writing, with us. We reserve the right to request the audited accounts of each Worthy Cause and a summary of its annual activities in order to conduct due diligence and verify your compliance with these requirements, and you hereby agree to submit such information promptly upon request. You are also required to make the information available for contributing B1G1 Members upon request. Failure to submit such information to us within thirty (30) days from the date of a request will result in the termination of your Worthy Cause membership, unless we have agreed in advance, in writing, to an extension of the time for submission.You acknowledge and agree that B1G1 Giving at all times retains control over any donated funds. Notwithstanding the foregoing, B1G1 Giving’s policy is intended to ensure that 100 percent of contribution amounts received by us for a designated Worthy Cause will be transmitted to that organization. Specifically, when the accumulated amount of contributions for a Worthy Cause reaches $500 USD (or a higher amount, if requested by a Worthy Cause and agreed to by us), the funds are transferred to the Worthy Cause in the following month (or at a later time agreed to by the parties), accompanied by a remittance advice with a list of projects to which the funds must be dedicated. Unless special arrangements are made, amounts smaller than $500 USD will be held in our account in order to avoid the high bank charges for small transactions (the bank charges are funded entirely by B1G1 Giving, not by the Worthy Cause). If funds held by us for a Worthy Cause’s account remain below $500 USD for a period of 12 months, then we will take one of the following actions: (a) if the account balance is less than $500 USD, but greater than the cost of the bank transfer, we will remit the amount to the Worthy Cause; (b) if the account balance is less than the cost of the bank transfer, we will close the Worthy Cause’s account, and remit the remaining funds to a selected charity organization. For amounts less than $500 USD which are being held temporarily in our accounts, any interest earned on those amounts is contributed at year-end to a Worthy Cause project selected by the Board of B1G1 Giving.
12. Grant of License to B1G1 Giving. You will retain ownership rights in content you post in your account or profile and in other places on the Site or through our Services, including but not limited to email submissions to us, postings to our Facebook Group site for Worthy Cause Updates, mobile apps, or otherwise (each, a “Submission”). Except as provided herein, B1G1 Giving will not re-publish your Submissions outside the Site or Services without your written consent. By posting a Submission, however, you grant B1G1 Giving a perpetual, irrevocable, non-exclusive, transferable, royalty-free license to use, display, reproduce, distribute, modify, adapt, or sublicense such Submissions in connection with its operation of the Site and Services and to make them available to users, Donors, Members of the B1G1 Business for Good program (whether directly or through our partner entity, Buy1GIVE1 Pte. Ltd.) and others as contemplated hereunder.For each Submission, you represent and warrant that:
- You have all rights necessary to post such Submissions, to grant the licenses granted hereunder, and to permit B1G1 Giving to grant the necessary licenses to other Site and Services users in accordance with your privacy preferences; and
- Your posting of any Submission and your grant of rights in connection with any such Submission, complies with all applicable laws, rules and regulations and does not violate the rights of any third party.
13. Grant of License by B1G1 Giving. Subject to your compliance with this Agreement, we grant to you, for so long as your Worthy Cause membership remains in effect, a limited, revocable, non-transferable, non-sublicensable license to use all of the standard logos and marketing materials supplied by us. You agree to the following basic logo usages: a) display of the logo as provided, unmodified; and b) whenever a logo or business name of ours is added to an electronic document, such as a website or an email auto signature, insertion of an active link to www.b1g1.org. You are required to remove the logos and any associated contents and resources from your website and any other marketing materials within one month (30 calendar days) of the termination of your Worthy Cause membership status. You may contact us at firstname.lastname@example.org for special situations where this time frame is not feasible for you.
14. Proprietary Rights. The Site and Services, and other information and materials made available through or used in connection with the Site and Services, are and shall remain the property of B1G1 Giving and their licensors (including but not limited to Site or Service users, Members or Donors) and suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws; provided, however, that you retain ownership in your Submissions in accordance with Section 12. Except as expressly provided herein or otherwise authorized in advance by B1G1 Giving in writing, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) on any element of the Site or Services, including without limitation the Site and Services themselves or any Site or Services content, or other materials made available through the Site or Services.Trade names, trademarks and service marks of B1G1 Giving or its licensors include without limitation, Buy1GIVE1, B1G1, B1G1 Giving, B1G1 Business for Good, and any associated logos. All trademarks and service marks on the Site or Services not owned by B1G1 Giving are the property of their respective owners. The trade names, trademarks and service marks owned by B1G1 Giving, whether registered or unregistered, may not be used by you in connection with any product or service that is not ours. Nothing contained on the Site or Services shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any of B1G1 Giving’s trade names, trademarks or service marks without our express prior written consent, which we may grant or deny in our sole discretion.
You acknowledge and agree that we shall be the sole and exclusive owner of the Site and Services, all materials in respect of each of them supplied to you, all new versions, improvements, enhancements, additions and modifications to the Site and Services or such materials, all copyright, patent, trade secret, and other intellectual property rights related to the Site and Services and such materials, and all tangible media on which the Site and Services and such materials are maintained. You shall have no claim or right whatsoever in respect of the Site or Services except for the limited license to use them granted herein. You may not use, copy, modify, transfer, or make any derivative works of all or any part of the Site or Services, any materials in respect of them, or any copy, adaptation, transcription, or merged portion thereof, except as expressly permitted in this Agreement. If you undertake any such prohibited action, your license shall be deemed to have been automatically terminated by such action and your membership as an approved Worthy Cause under our program shall be deemed immediately terminated.
15. Disclaimer of Warranties. THE SITE AND SERVICES, THE CONTENT ON OR OTHERWISE RELATED IN ANY WAY TO THE SITE OR SERVICES, OR ANY THIRD-PARTY SITES OR SERVICES LINKED TO FROM THE SITE OR SERVICES OR OTHERWISE ACCESSED BY YOU, ARE ALL PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY CONTENT WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE SUCH CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. B1G1 GIVING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROJECTS OR OTHER OPPORTUNITIES FOR GIVING DESCRIBED, FEATURED, AND/OR AVAILABLE ON OR THROUGH THE SITE OR SERVICES; THE USE OF DONATION FUNDS PROMISED OR PLEDGED; AND ANY CONTENT OR MATERIALS AVAILABLE ON OR THROUGH THE SITE OR SERVICES, OR ON OR THROUGH ANY LINK, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST US WITH RESPECT TO CONTENT WE PROVIDE, AS WELL AS ANY CONTENT YOU PROVIDE TO THIRD PARTY SITES (INCLUDING BUT NOT LIMITED TO CREDIT CARD OR OTHER PERSONAL INFORMATION).
16. Limitation of Liability. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR, ALL RISKS ASSOCIATED WITH THE USE OF THE SITE AND THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, TIMELINESS, COMPLETENESS OR USEFULNESS OF ANY CONTENT OR MATERIALS AVAILABLE ON OR THROUGH THE SITE OR SERVICES OR ON OR THROUGH ANY LINK. UNDER NO CIRCUMSTANCES SHALL B1G1 GIVING, ITS LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS OR SUPPLIERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (INCLUDING DETRIMENTAL RELIANCE), INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, USE, DATA, LOSS OF INTELLECTUAL PROPERTY, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION IN CONNECTION WITH YOUR USE OR MISUSE OR ANY OTHER PARTY’S USE OR MISUSE OF THE SITE OR SERVICES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR SERVICES IS TO STOP USING THE SITE OR SERVICES. OUR MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE $100 US DOLLARS. MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS OR SUPPLIERS, BE HELD LIABLE FOR ANY DELAY OR FAILURE OF PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR REASONABLE CONTROL. B1G1 GIVING DOES NOT GUARANTEE THAT THE SITE OR SERVICES WILL BE OR REMAIN SECURE, COMPLETE OR CORRECT, THAT THE SITE, THE SERVER THAT MAKES THE SITE AVAILABLE, OR THE SERVICES ARE FREE OF ERRORS, VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS, OR THAT ACCESS TO THE SITE OR SERVICES WILL BE UNINTERRUPTED. THE SITE OR SERVICES MAY INCLUDE INACCURACIES, ERRORS AND MATERIALS THAT VIOLATE OR CONFLICT WITH THIS AGREEMENT. ADDITIONALLY, IT IS POSSIBLE THAT THIRD PARTIES MIGHT MAKE UNAUTHORIZED ALTERATIONS TO THE SITE OR SERVICES.
17. Indemnity. You agree to defend, indemnify and hold harmless B1G1 Giving, Inc., together with its licensors, licensees, distributors, agents, representatives and other authorized users, and each of the foregoing entities’ respective resellers, distributors, service providers and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the “Indemnified Parties”), from and against all claims, losses, damages, liabilities, costs and expenses (including but not limited to attorney’s fees, settlement costs and any other legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of: (a) your use of, or activities in connection with, the Site or Services; (b) any breach of this Agreement by you or anyone acting or purporting to act on your behalf; (c) your violation of any rights of any other person or entity while using the Site or Services; or (d) information provided under your User ID and any information that you or anyone with your User ID submits, posts, or transmits through the Site or Services. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
18. Funding not Guaranteed. We do not guarantee any partnerships or funding supports. Your membership only entitles your Worthy Cause to be included on our Worthy Cause list, which Members and other Donors visit to find the causes of their choice. However, we may provide advice to help improve a project listing if your Worthy Cause receives little or no funding support for a prolonged period of time. We reserve the right to remove any specific listings for which insubstantial contributions, in our judgment, are being made.
19. Updating of Information. You must ensure that the contact, organizational, banking and project details of your Worthy Cause are kept up to date at all times. We shall not be liable for any loss of funds or excess bank charges incurred as a result of incorrect banking information provided by you. Additionally, you must ensure that you provide project updates on at least a quarterly basis. Project costs and information must also be reviewed at least annually and updated to reflect current costs; provided that you must update project costs and other information promptly, whenever you know or have reason to believe that the information previously supplied is no longer accurate and complete. Every project must be accompanied by a photo and a brief description. If projects are not complete, they will not be displayed on the Site or included in the Services. Incomplete project information, or project information which we in good faith believe may be inaccurate, may be removed by us without notice.
20. Provision of Receipts. When you receive donations directly from any B1G1 Member, you must provide a copy of your receipt to B1G1 Giving within thirty (30) days of the receipt of the funds. Funds remitted from B1G1 Giving also require notifications (acknowledging the receipt of funds) and tax receipts to be issued to the contributing B1G1 Member, if requested.
21. Restriction on Solicitations. B1G1 Giving operates as a facilitator of contributions from businesses and individuals to approved Worthy Causes. Many of our contributors prefer to simply work with us, rather than to receive solicitations from a multitude of individual organizations seeking financial support. In consideration of the inclusion of your Worthy Cause in our program, you agree not to directly contact B1G1 Business for Good Members, whether they are businesses or individuals, to solicit contributions or involvement with your activities; provided, however, that, you remain free to respond to contacts initiated by B1G1 Business for Good Members regarding the activities of your organization and their requests for involvement in such activities and to participate in opportunities or events organized under the B1G1 initiative that also involve B1G1 Business for Good Members.
22. Non-Discrimination by Worthy Causes. We recognise and respect the fact that certain Worthy Causes operate faith-based organizations. However, all Worthy Causes agree that programs and benefits listed on our website will be provided to beneficiaries without any requirement that they espouse or adhere to any particular religious belief or practice.
23. Membership Term. Except as noted in Section 25 below, your organization’s Worthy Cause membership is effective for the period of one year from the date of its approval by B1G1 Giving. Your membership will be renewed automatically each year, unless either party requests termination in writing, or unless the membership is terminated prior to expiration by us in accordance with the terms of this Agreement.
24. Transfer and Cancellation of Membership. Your status as an approved B1G1 Giving Worthy Cause cannot be transferred to another organization without the prior written approval of B1G1 Giving, which it may withhold in its absolute discretion. Cancellation of your membership must be requested in writing, and will take effect ten (10) working days after receipt of such notice by B1G1 Giving. If at the time of your cancellation of membership we are holding any funds for the account of your Worthy Cause, we will remit such funds to you, subject to the procedures and requirements set forth in Section 11 above.
25. Our Right to Terminate Membership; Trial Membership. We may suspend or terminate your account, Worthy Cause membership, and your ability to use the Site, the Services, or portions thereof, whenever we believe in good faith that you may have engaged, or may be about to engage, in any conduct that would constitute a failure to comply with this Agreement or with any Supplementary Terms related to a particular Service; for infringing copyright, trademark or other intellectual property rights; for failure to remain fully compliant with the governing laws of the country or countries of your registration(s); if you engage in gross misconduct, fraud or misrepresentation; or in cases where, in our sole judgment, your actions are likely to damage the reputation of B1G1 Giving or its licensors. In all such cases, we reserve the right to withhold all or part of any contributions we are then holding in the account of your Worthy Cause and, in any case where we believe you have engaged in gross misconduct, fraud or misrepresentation, to seek the return of funds we have previously remitted to you. In addition, we reserve the right to terminate a membership if, in our judgment, insubstantial contributions are being made to your Worthy Cause, we will remit such funds to you, subject to the procedures and requirements set forth in Section 11 above.In certain circumstances, B1G1 Giving and an organization being considered for Worthy Cause membership may agree that the parties should enter into a trial membership to assess whether the organization is likely to attract sufficient contributions to make the arrangement beneficial from the standpoint of both parties. In such cases, B1G1 Giving will initiate a 6-month Trial Membership under which the organization temporarily attains the status of an approved Worthy Cause. At the end of the 6-month period, at the discretion of B1G1 Giving, the Trial Membership may be: (a) converted to a customary one-year membership as described in this Agreement; (b) terminated; or (c) extended for one or more additional 6-month periods, except that the total duration of all such Trial Membership periods taken together shall not exceed two (2) years.
26. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send B1G1 Giving a notice requesting that we remove the material or block access to it. If you believe, in good faith, that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send B1G1 Giving a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent to: B1G1 Giving, Inc., 16192 Coastal Highway, Lewes, Delaware 19958, USA.
27. Business Transfers. B1G1 Giving may sell, transfer or otherwise share some or all of its assets, including your personal information and Submissions, in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.
28. Governing Law and Jurisdiction. This Agreement is governed by and shall be construed in accordance with the laws of the State of Oregon, USA, without regards to its principles of conflicts of law. In any action seeking legal or equitable relief arising out of the use of the Site or Services or this Agreement, you agree to exclusive jurisdiction by the federal and state courts located in the State of Oregon, and waive any jurisdictional, venue or inconvenient forum objections to such courts. For the exclusive benefit of B1G1 Giving, you agree that B1G1 Giving retains the right to bring proceedings arising out of the use of the Site or Services or this Agreement in the courts of the country of your residence or, if you are a business, agency or other legal entity, in the country of your principal place of business. You agree that any cause of action you may have arising out of or related to this Agreement or the Site or Services must commence within one (1) year after the cause of action accrues; otherwise, such cause of action shall be permanently barred.B1G1 Giving does not represent or warrant that the Site, the Services, or any elements thereof are appropriate, available, or legal for use in any jurisdiction other than the United States. Those who choose to access the Site or Services do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the availability of the Site or Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits on any individual, entity or organization.
29. Miscellaneous. This Agreement does not, and shall not be construed to create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between any Worthy Cause and B1G1 Giving. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This, together with all policies referred to herein, is the entire Agreement between you and B1G1 Giving relating to the subject matter hereof and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and B1G1 Giving relating to such subject matter. Notices to you may be made via posting to the Site or by e-mail in our sole discretion. B1G1 Giving will not be responsible for failures to fulfill any obligations due to causes beyond its control.
30. Contact Us. If you have any questions regarding the meaning or application of this Agreement, please send an e-mail to email@example.com. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.