This is all the legal fine print that outlines the relationship between your organization and Network for Good when we process donations for you. Here are the highlights: your agreement that we can collect donations for you, your right to place a link and (if you wish) a DonateNow button on your website, acknowledgement that you are a tax-exempt organization, and confirmation that your donors arenít getting goods and services in return for their donation.
Please read this Agreement carefully before using the Network for Good Giving System (the "Giving System"). This is a binding agreement (the "Agreement") between you or the entity that will be receiving donations ("you") and Network for Good ("NETWORK FOR GOOD"). By using the Giving System, you hereby ACCEPT AND AGREE to all of the terms and conditions set forth in this Agreement. If you have questions related to our system agreement, please contact our customer service team.
LIMITED LICENSE for "Donate Now" User. Provided you have registered with the GuideStar Information System on www.networkforgood.org, NETWORK FOR GOOD hereby grants to you a nonexclusive, revocable, royalty-free limited license to create a Network for Good donation site URL ("Donate Now" URL) as described on the following page of the Network for Good Web site, http://www.networkforgood.org/npo/fundraising/donations/direction.html, and to place a link to that "Donate Now" URL on your Web site solely as necessary for, and for the purpose of, facilitating online donations to your 501(c)(3) charitable organization. It is also recommended, but not required, that you/your organization complete and submit to NETWORK FOR GOOD the Electronic Funds Transfer (EFT) Authorization Agreement, if you would like to receive donations electronically. If you choose not to register for EFT now, you can do it later. NETWORK FOR GOOD cannot be used to process donations made directly to you or your agent. NETWORK FOR GOOD cannot be used to process memberships, merchandise or donations that were not made directly by the donor to your organization through NETWORK FOR GOOD. If you choose to use one of the "Donate Now" buttons provided by NETWORK FOR GOOD as the link to your Donation URL, NETWORK FOR GOOD hereby grants to you a nonexclusive, revocable, royalty-free limited license to download and use the "Donate Now" Button on your Web site solely for the purpose described above. The link to your Donation URL, whether one of the Buttons, a separately designed icon, or a hyperlink, is referred to herein as the "Link." You agree not to use the Link in a manner that is, or otherwise include materials on your Web site that are, disparaging of NETWORK FOR GOOD or GuideStar. You also agree not to use the Link on a Web site with content that is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or that would constitute or encourage a criminal offense, violate the rights of any party, or otherwise give rise to liability or violate any law. You understand that NETWORK FOR GOOD has not authorized, sponsored, endorsed, or approved your Web site, your organization or your organization's activities and agree that the Link shall not be used in any manner that would falsely convey such sponsorship, endorsement or approval by NETWORK FOR GOOD. NETWORK FOR GOOD reserves all proprietary rights in and to the Button, Network for Good, and all other NETWORK FOR GOOD trademarks not expressly granted herein. You agree that NETWORK FOR GOOD can revoke this license at any time for any or no reason upon notice by NETWORK FOR GOOD to you and you agree upon receipt of such notice immediately to cease using the Link. You also agree that this license shall be automatically terminated without any action on NETWORK FOR GOOD's part should you no longer possess tax-exempt status under Internal Revenue Code Section 501(c)(3).
REPRESENTATIONS. You represent and warrant to NETWORK FOR GOOD that at all times during the term of this Agreement, (a) you are recognized by the Internal Revenue Service as exempt from federal income tax under IRC Section 501(c)(3), and have public charity status under Section 509(a)(1) or (2), are not classified by the Internal Revenue Service as a supporting organization under IRC Section 509(a)(3), and will utilize all donations received through use of the Network for Good Giving System in accordance with such tax-exempt status, and your Web site will not violate any restrictions imposed by applicable law on IRC Section 501(c)(3) entities, including but not limited to those proscribing political activity or proscribing the use of your income or assets for a private purpose; (b) you understand you may have obligations to register under, and covenant that you shall fully comply and bear the costs associated with, any and all applicable state and local statutes governing the solicitation of charitable solicitations, including but not limited to fulfilling any registration requirements thereof; (c) you have registered with the GuideStar Information System at the www.networkforgood.org Web site; (d) you have completed and submitted the Electronic Funds Transfer Authorization Agreement, if this is your preferred payment method; (e) you shall promptly notify NETWORK FOR GOOD of any change in your tax-exempt status, and any inquiry by the IRS or any state or local government regarding the matters described in (a) and (b) above; (f) the donor of any online donation will not receive, nor be promised to receive, any valuable goods or services as a result of such donation; (g) you grant NETWORK FOR GOOD the authority to collect donations on your behalf, and consent to the use of your organization's name on the www.networkforgood.org Web site; and (h) you agree to indemnify and hold harmless NETWORK FOR GOOD from and against any loss or liability of any kind, including but not limited to fees and costs incurred in defense thereof, resulting from or arising in any manner from, the material breach or inaccuracy of any covenant, duty, representation or warranty set forth in (a), (b), (c), (d) (f) or (g) above of this Section 2. Your obligation to indemnify NETWORK FOR GOOD shall survive termination of this Agreement.
LIABILITY. UNDER NO CIRCUMSTANCES WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, AND LOST DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT YOU SHALL REMAIN LIABLE TO NETWORK FOR GOOD TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 5 BELOW.
DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NETWORK FOR GOOD MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE DONATE NOW BUTTON, THE NETWORK FOR GOOD GIVING SYSTEM, AND ANY OTHER SERVICE, CONTENT, TOOLS, OR RELATED DOCUMENTS OR MATERIALS (IN ELECTRONIC FORM OR OTHERWISE) PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NETWORK FOR GOOD EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY, OR ANY OTHER ASPECT OF THE NETWORK FOR GOOD GIVING SYSTEM OR THE DONATE NOW BUTTON. You agree that NETWORK FOR GOOD will not be liable for any interruptions or errors in using the Donate Now URL. The provisions of this section survive termination or expiration of the Agreement.
INDEMNIFICATION. You agree to defend, indemnify and hold harmless NETWORK FOR GOOD, its parents, subsidiaries, and affiliates, and its respective officers, directors, agents, distributors, franchisees and employees against any loss, damage, expense, or cost, including reasonable attorneys fees (including allocated costs for in-house legal services) arising out of any claim, demand, action, suit, investigation, arbitration or other proceeding by a third party ("Liabilities") based on (i) your material breach or the inaccuracy of any covenant, duty, representation, or warranty of this Agreement, (ii) materials contained on your Web site (including any allegation that such materials infringe a third party's proprietary rights), and (iii) any other aspect of your activities or your Web site and the content thereon.
APPLICABLE LAW; JURISDICTION. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Delaware except for its conflicts of law principles. Each party irrevocably consents to the jurisdiction of the courts of the State of Delaware and the federal courts situated in the State of Delaware, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.
BINDING NATURE. Although you and NETWORK FOR GOOD intend for this to constitute a binding agreement, you agree to execute a written version hereof if requested by NETWORK FOR GOOD.