Terms & Conditions
PROCESS FOR VALIDATING SALES TRANSACTION:
Merchant’s customers will use the Communities for Cause (CFC) web-based software platform and smartphone application (CFC App) to record the amount of their sales transaction with the approved CFC Merchant. The CFC App will automatically calculate Donation Directive amount once the sales amount is entered by the merchant's customer utilizing the CFC App on their device(s). The enter the sales amount information in the CFC App and will capture an image of the receipt, invoice or other accepted document via CFC via their device and the CFC App.
THEREFORE in consideration of the mutual covenants and promises contained herein and other useful and valuable consideration, the receipt and sufficiency which is now acknowledged by the parties hereto, the parties agree as follows:
CFC will verify the transaction on the backend with use the image (receipt/invoice/payment etc.) captured. A copy of the receipt and transaction details will be available via to the CFC Merchant via the CFC merchant web-portal. CFC will invoice Merchant for the total Donation Directives amount due. Payment terms may apply. Merchant now unconditionally pledges to pay to Company the full amount owing for each registered Donation Directive registered via the CFC application as its contribution to the applicable charities, by check or electronic transfer of immediately available funds to Recipient per specified calendar days from the date of the invoice. Merchant’s obligation to make timely payment to fulfill the preceding Donation Directive is not conditioned on or effected by whether the amount is deductible by the Merchant or any other payor for federal income tax purposes or federal gift tax purposes. Merchant acknowledges that the Company deducts a processing fee from the Donation Directive for its processing service and will, therefore, pass the remaining balance of the Donation Directive to the designated charities, selected by the users of the CFC mobile Application, after receipt of payment from the Merchant.
- Company role.
Company shall maintain the books and financial records of the Merchant’s participation during the Campaign Term following generally accepted accounting principles (GAP) in the United States. Also, Company will utilize a tracking system to log each transaction, the balance due at the end of each period to each participating charity, the cumulative amount of donations provided to each participating charity. During the Campaign Term, Company will provide to Merchant, on a timely basis, written reports, generated by the CFC system, and reporting the registered transactions made by CFC Supporters utilizing the CFC Application to record their purchases with the related Merchant. This will include the Donation Directive amounts due and the Non-Profits that are due donation payments. Additionally, Merchants will receive a daily sales recap of the transactions if desired by the merchant.
- Merchant role.
To be accepted and included into the CFC platform and mobile application(s) and to attract CFC Supporters to patronize their business, Merchant agrees to offer a Donation Directive percentage of the sale, less processing fees stated above, and provide a donation to a CFC Supporter’s, who are the users of the CFC mobile Application, individual choice of cause(s) for each purchase (each, an “Offer”) that an individual makes at Merchant’s retail locations. Each Donation Directive will be explicitly represented as a percentage of the pre-tax purchase amount (subtotal), and the terms Merchant has set forth, by the Merchant, in their respective merchant portal provided by CFC. Registered transactions via the CFC mobile application will be valid for a specific period (minimum 30 days). Merchant also agrees to continuously maintain web-based portal valid Donation Directive Offer online via the web-based portal, an application provided by Company to Merchant to remain on the CFC web-based platform and mobile Application.
- Independent Contractor.
It is the express intention of the parties to this Agreement that Company is an Independent contractor and not an employee, agent, joint venture or partner of the Merchant for any purposes whatsoever.
In case any Default occurs, Company may proceed to protect and enforce its rights or remedies by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein, or to enforce the discharge of Merchant's obligations hereunder or any other legal or equitable right or remedy. All rights, powers and remedies of Company in connection with this Agreement may be exercised at any time by Company after the occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity.
Either party may, without prejudice to any right or remedy it may have under this Agreement, terminate this Agreement immediately, for any reason or no reason, upon written notice to the other party. In the event of termination, Company shall be entitled to payment for Services which have been earned before the effective date of termination. If payment is not made in a timely manner set forth by payment terms determined by Company, Merchant acknowledges and agrees that Company reserves the right to suspend the Merchant from the CFC platform and notify CFC Supporters, CFC Causes (non-profits 501(c3)) and CFC Merchants and share the information relating to the merchants non-payment. This may include written, electronic mail or CFC mobile application notifications.
- Proprietary Information.
Each party acknowledges that in the course of its service to the other party, each party may have access to and contact with the other party’s Confidential Information (as defined herein). Each party agrees to hold all such Confidential Information (as described herein) in strict confidence, not to disclose it to others or use it in any way, commercially or otherwise, except in the performance of their obligation under this Agreement. For purposes of this Agreement, “Confidential Information” shall mean all information identified or marked as Confidential, or which a party should reasonably consider confidential by a party.
Merchant understands and agrees that the terms and conditions of the products and services offered by Company, including this Agreement and any other Company documentations (collectively, "Confidential Information") are proprietary and confidential information of Company. Accordingly unless disclosure is required by law or court order, Merchant shall not disclose Confidential Information of Company to any person.
- Limitation of Liability.
NEITHER PARTY NOR ITS OFFICERS, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSSOF BUSINESS OR PROFITS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND THE PARTY’S REASONABLE CONTROL; ALTERNATIVELY, (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY MERCHANT TO COMPANY FOR THE APPLICABLE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE ACT THAT GAVE RISE TO THE LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE PRECEDING TYPES OF LOSSES OR DAMAGES.
Each party shall provide the other party such reasonable access to its information and property as may be reasonably required to permit the other party to perform its obligations hereunder. Each party hereby grants to the other party, and such other party hereby accepts, a royalty-free, non-exclusive right and license (the “License”) to use such proprietary trademarks, trade names, service marks, designs, logos, symbols, images, words and/or phrases as the granting party may from time to time make available to the other party for use in order to promote or publicize participation in the Company’s program (collectively, the “Marks”).
Such License may be revoked by the granting party at any time, with or without cause, upon written notice to the other party. The term of each License shall commence on the date hereof and shall terminate upon the earlier to occur of (I) a party’s receipt of a notice of
All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficient upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other parties at such different address or addresses as either party shall designate to the other in accordance with this section.
- Complete Agreement.
This Agreement contains the entire understanding between the parties and supersedes and takes precedence over any prior oral or written understanding or agreement between the parties relating to the subject matter of this Agreement. There are no representations, agreements, arrangements, nor understandings, oral or written, between the parties relating to the subject matter of this Agreement that is not fully expressed herein. The agreement may be amended or modified only by a written instrument executed by both the Company and Merchant. This Agreement may be executed electronically in two (2) signed counterparts, each of which shall constitute an original, but all of which taken together shall constitute the same instrument provided by a third party documentation certification provider. This Agreement may also be executed manually in two (2) signed counterparts, each of which shall constitute an original, but all of which taken together shall constitute the same instrument.
- General Provisions.
In the event any provision of this Agreement shall be held invalid, the same shall not invalidate or otherwise affect in any respect any other term or terms of this Agreement, which term or terms shall remain in full force and effect. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion. This Agreement shall be governed by, and interpreted in accordance with the internal laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of California.
IN WITNESS of which, the Parties hereto have executed this Agreement as of the day and year set forth.