Terms & Conditions
PROCESS FOR VALIDATING SALES TRANSACTION:
Merchant’s customers will use a smart phone application to record the amount of their sales transaction. The application will automatically calculate Donation Directive amount once the sales amount is entered. Customer will capture an image of the receipt. The receipt will be used by CFC to confirm the transaction on the backend. A copy of the receipt will also be available via the merchant portal.
The Company will invoice Merchant for the total amount due. Merchant hereby unconditionally pledges to pay to the Company the full Donation Directive amount due for each registered purchase and associated Donation Offer as it's 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 foregoing Donation Pledge is not conditioned on or affected by whether the payment is deductible by the Merchant or any other payor for federal income tax purposes or federal gift tax purposes. Merchant acknowledges that the Company has a processing a fee of the Donation Directive, on average 1%-5% of the recorded transaction for its service, deducted from the Donation Directive, and will therefore pass the balance of the Donation Directive onto the designated charities after payment from the Merchant.
Company shall maintain the books and financial records of the Merchant’s participation during the Campaign Term in accordance with generally accepted accounting principles (GAP) in the United States. In addition, Company will utilize a tracking system in order to log each transaction, the balance due at the end of each month 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 monthly basis, within thirty (30) days after the end of each month, written reports generated by the tracking system and indicating the registered purchases made by Company users, the related donation amounts due and the charity that is due payment. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above. such termination from the applicable granting party, or (ii) automatically upon termination of the Campaign Term.
In order to attract Company’s users to patronize their business, Merchant agrees to offer to make a donation to an individual’s choice of cause(s) for each purchase (each, a “Donation Offer”) that an individual makes at Merchant’s retail locations or online. Each Donation Offer will be explicitly represented as a percentage of the pre-tax purchase amount and will be valid a specific period of time (minimum 30 days). Merchant also agrees to maintain valid Donation Offers online via an application provided by Company to Merchant.
NOW, THEREFORE in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency which is hereby acknowledged by the parties hereto, the parties agree as follows:
- 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 venturer or partner of the Merchant for any purposes whatsoever.
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 14 days after the effective date of termination.
- 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 defined herein) in strict confidence, not to disclose it to others or use it in any way, commercially or otherwise, except in performance of their obligations under this Agreement. For purposes of this Agreement, “Confidential Information” shall mean all information identified or marked as Confidential, or which should reasonably be considered confidential by a party.
- 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 LOSS OF BUSINESS OR PROFITS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND THE PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES ACTUALLY PAID BY MERCHANT TO COMPANY FOR THE APPLICABLE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING 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 in order 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 effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at such other 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 are not fully expressed herein. This Agreement may be amended or modified only by a written instrument executed by both the Company and Merchant. This Agreement may be executed in two (2) signed counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and 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 construed 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.