1.1 CrowdChange shall use commercially reasonable efforts to provide the White Label Program to Customer in accordance with this Agreement. Customer acknowledges and agrees that the White Label Program may not be available or functionality of the White Label Program may be materially reduced during and as a result of (a) downtime due to CrowdChange’s performance of upgrades or maintenance of the White Label Program or a Force Majeure Event, (b) Customer’s misuse of White Label Program or (c) any circumstances that are beyond CrowdChange’s reasonable control, including but not limited to, Customer’s use of Non-CrowdChange Products and Services.
1.2 CrowdChange reserves the right, in its sole discretion, to make any changes to the White Label Program that it deems necessary or useful to (a) maintain and enhance the quality, delivery, performance or cost efficiency of the White Label Program, or (b) to comply with any applicable laws and regulations (“Maintenance Changes”). CrowdChange agrees that there shall be no cost associated with these Maintenance Changes unless they are required as a result of Customer negligence. Customer agrees that CrowdChange may utilize information concerning Customer’s use of the White Label Program to improve CrowdChange products and services and to provide Customer with reports on its use of the White Label Program.
Section 2 Proprietary Rights and License
2.1 Conditioned upon Customer’s continued compliance with this Agreement and Customer’s on-time payment of all then-due amounts to CrowdChange, Customer is granted a limited, non-exclusive, revocable and non-transferable right, solely to use the White Label Program during the Term of this Agreement for the purposes of allowing end-users to participate in fundraising activities.
2.2 The White Label Program shall be branded under Customer’s name and shall be accessible to the public under a URL designated by Customer. Except as a reference to the fact that the Customer web site is “Powered by CrowdChange,” the name and logo(s) of CrowdChange shall not appear on the White Label Program and Customer shall have no right to use CrowdChange’s name, logo or other Proprietary Rights unless mutually agreed in writing by the parties. Additionally, except as provided herein, Customer shall not disclose or imply to any third party in any fashion that the White Label Program are provided by or affiliated with CrowdChange.
2.3 CrowdChange and its licensors own all right, title and interest in and to the White Label Program (including the CrowdChange Materials), and any improvements, design contributions or derivative works thereto, and all Proprietary Rights in the same. Except for the limited rights expressly granted herein, this Agreement does not transfer from CrowdChange any Proprietary Rights or interest in the White Label Program (including the CrowdChange Materials) to Customer. All rights not expressly granted to Customer in this Agreement are expressly reserved by CrowdChange and its licensors.
2.4 Neither party will distribute or publish any name, trademark, trade name, logo or other intellectual property rights of the other party without prior express written consent of the other Party; provided, however, that that the parties shall be permitted to bear each party’s logo on their websites and promotional materials to display the working relationship and promote their services.
2.5 Except as expressly set forth in this Agreement, Customer owns all rights, title and interest in and to its Customer Data and CrowdChange does not acquire any rights, title or interest in or to the Customer Data. Customer hereby grants CrowdChange the worldwide, royalty-free license to (i) host, copy, transmit and display the Customer Data as necessary for CrowdChange to provide the White Label Program and Support in accordance with this Agreement, and (ii) use the Customer Data for marketing and advertising, either by CrowdChange or by a third party partner or agent of CrowdChange. Customer represents and warrants that it will take all reasonable steps to obtain and maintain all necessary consents, rights, approvals, and waivers to permit it to provide CrowdChange with the rights to the Customer Data described herein.
Section 3 Third Party Websites, Products and Services
3.1 CrowdChange may have opportunity to install or provide third-party advertising or a third party product, service or web site (“Non-CrowdChange Product and Service”) on the Customer Site. CrowdChange will notify Customer prior to any such installation.
3.2 Unless otherwise agreed between the parties, CrowdChange shall have no liability or obligations (including any warranty or support obligations) with respect to any Non-CrowdChange Products and Services.
Section 4 Restrictions on Customer
4.1 Customer shall ensure it and its Authorized Users comply with the terms of this Agreement, and Customer shall be responsible for contractually flowing down this Agreement to all of its Authorized Users. Customer is responsible for the actions and omissions of its Authorized Users and any other person or entity to which Customer allows access to the White Label Program, knowingly or unknowingly.
4.2 Customer shall not sublicense, license, sell, lease, rent or otherwise make the White Label Program available to third parties (other than Authorized Users, and solely as permitted by this Agreement). Customer shall promptly remove the access rights, and revoke the Access Credentials, of any Authorized User that no longer requires or is no longer permitted access to the White Label Program. If the security or confidentiality of any Access Credentials is in any way compromised, Customer shall report such compromise to CrowdChange immediately.
4.3 Customer shall not, and shall ensure that its Authorized Users do not: (a) copy, translate, disassemble, decompile, reverse-engineer or otherwise modify any parts of the White Label Program; (b) transmit any content, data or information that is unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy right or right of publicity, or racially or ethnically objectionable; (c) infringe the intellectual property rights of any entity or person; (d) interfere with or disrupt the CrowdChange software or CrowdChange systems used to host the White Label Program, or other equipment or networks connected to the White Label Program; (e) use the White Label Program in the operation of a service bureau, outsourcing or time-sharing service; (f) circumvent or disclose the user authentication or security of the White Label Program or any host, network, or account related thereto; (g) use the White Label Program for the purpose of building a competitive product or service or copying its features or user interface; (h) permit access to the White Label Program by a competitor of CrowdChange; (i) use the White Label Program to transmit any code, files, scripts, agents or programs intended to do harm, for example, viruses, worms, time bombs and Trojan horses, or (j) make any use of the White Label Program that violates any applicable local, state, national, international or foreign law or regulation.
4.4 Customer shall be fully responsible for the content of its Customer Data and the provision of the White Label Program and in no event shall CrowdChange be liable to Customer or any other person for the content of the Customer Data or the provision of the White Label Program. Customer agrees that it has collected and shall maintain and handle all Customer Data and offer the White Label Program in compliance with all applicable laws, rules and regulations. Customer represents and warrants to CrowdChange that it has obtained any necessary permission, release and/or consent from any person whose personal information, is entered into, transmitted by, stored on or uploaded to the White Label Program as Customer Data, or otherwise provided to CrowdChange or Customer in any form or fashion.
4.5 Customer warrants that all activity on the White Label Program will be conducted in compliance with all applicable laws, including all unfair competition, gaming, charitable solicitation and privacy laws. Customer acknowledges and agrees that CrowdChange is not responsible and shall have no liability for any promotional offer made via the White Label Program, including any sweepstakes, raffle, promotion or charitable campaign.
Section 5 Support
5.1 For no additional cost, CrowdChange shall offer support for the White Label Program in the form of phone, email, and online chat support (“Support”). As part of the Support, Customer shall receive any updates, patches, bug fixes or new versions provided by CrowdChange to its customers generally; provided that if CrowdChange offers any significant new functionality of the White Label Program or any additional products or services, CrowdChange reserves the right to license such new functionality, products or services separately and charge an additional fee in connection therewith. CrowdChange shall provide Support only if Customer (a) promptly reports White Label Program problems along with a detailed description of the problem with supporting evidence, (b) agrees to provide CrowdChange with free and safe access to Customer’s systems, networks, and facilities, if necessary, to provide Support, (c) promptly downloads, distributes, and installs updates or upgrades necessary for the proper functioning of the White Label Program, and (d) maintains adequate backup copies of data, databases, and application programs (Customer is responsible for backing up all of its data, including Customer Data, on a regular basis and prior to receiving Support).
5.2 CrowdChange may amend the Support from time to time in its sole discretion. CrowdChange is not obligated to provide Support if (a) the applicable issue is caused by software, hardware, or applications, other than those supplied by CrowdChange, (b) Customer cannot reproduce the error and demonstrate it to CrowdChange, (c) the applicable issue is caused by Customer’s conduct or misuse of the White Label Program or (d) the applicable issue is caused by a hardware malfunction or defect (including any equipment recommended by CrowdChange to Customer).
5.3 If it is determined by CrowdChange that the White Label Program error for which Customer received Support was caused by Customer’s negligence or willful misconduct or combination of the White Label Program with any software, hardware or applications not provided by CrowdChange, Customer shall promptly reimburse CrowdChange for any Support provided by CrowdChange relating to such error on a time-and-materials basis at CrowdChange’s then-current Professional Services rates.
Section 6 Prices and Terms of Payment
6.1 Customer shall pay to CrowdChange the CrowdChange Price specified on the first page of the Licensing Agreement within 7 days of the Effective Date.
6.2 Customer agrees that CrowdChange shall receive the CrowdChange Service Fee as noted on the first page of the Licensing Agreement, which shall be paid in the manner described in Exhibit A. Customer shall be responsible for the payment of all present or future sales, use, excise, income, value‑added or other similar tax applicable to the price, sale, licensing, or furnishing of any White Label Program or Support in connection with this Agreement (except for taxes on CrowdChange’s income). Customer shall have no right to withhold or reduce fees under this Agreement or set off any amount against fees owed. Any dispute of fees due hereunder must (a) be made in good faith within fifteen (15) days of the Invoice date, and (b) must involve an invoicing error of the amount due, the types of charges or the due date.
6.3 Please note that all prices and fees described herein can increase based on price increases or royalties charged by third parties. Any such increases in prices or fees, to the extent not otherwise paid for by an increase in transaction fees, shall be invoiced by CrowdChange to Customer and paid by Customer within 7 days of receipt of the invoice.
6.4 Customer is solely responsible for any and all costs and expenses relating to integrating the White Label Program with Customer’s existing software and network.
6.5 Unless otherwise agreed between the parties in writing, in the event Customer agrees to a Renewal Term, the renewal financial terms will be mutually agreed upon by the parties in writing at the time of the applicable renewal agreement.
Section 7 Term and Termination
7.1 Except as set forth in the next sentence, the initial term of this Agreement begins on the Effective Date, as specified on the Licensing Agreement, and shall remain in force and effect to and including the License End Date, as specified on the Licensing Agreement (“Initial Term”). Unless earlier terminated in accordance with this Agreement, Customer may renew this Agreement for consecutive one (1) year periods (each, a “Renewal Term”) after the expiry of the Initial Term, upon providing CrowdChange with prior written notice of its intent to renew at least fifteen (15) days prior to the expiry date of the Initial Term or then-current Renewal Term, as applicable. Any such renewal shall be on financial terms agreed upon by the parties in writing at the time of that applicable renewal agreement. The Initial Term and the Renewal Term(s) are collectively called the “Term.”
7.2 A party may terminate this Agreement upon thirty (30) days written notice to the other party of its material breach of any provision of this Agreement unless the breaching party has cured the applicable breach in the non-breaching party’s reasonable opinion during such thirty (30) day period (or such longer period of time as agreed by the parties).
7.3 Notwithstanding anything to the contrary in this Agreement but without limiting CrowdChange’s rights in Section 7.2 above, CrowdChange may, in its sole discretion, immediately terminate this Agreement and/or suspend Customer’s or its Authorized Users’ access to the White Label Program or a portion thereof (without notice to Customer), if (a) CrowdChange believes that the continued use of the White Label Program may result in harm to CrowdChange, the White Label Program (including the security of the systems), other CrowdChange customers or the rights of any third parties or (b) CrowdChange believes Customer has breached this Agreement in a willful or grossly negligent manner.
7.4 Without limiting Customer’s obligations under Section 10, upon the expiration or termination of this Agreement, Customer shall not be permitted to retain and shall promptly erase or destroy any CrowdChange files, information or data (including the Documentation) (a) in any file, hard drive, server or any other form of memory in Customer’s possession or control or (b) in any printed form. Customer shall confirm in writing such erasure or destruction upon written request from CrowdChange.
<center><b>Section 8 Indemnification</b></center> 8.1 Customer will indemnify, defend and hold harmless CrowdChange (and its successors and assigns) and each of their respective employees, directors, officers, personnel, licensors, contractors and representatives (collectively, “CrowdChange Indemnitees”) from and against any and all Damages incurred by CrowdChange in connection with any and all claims, demands, suits or proceedings made or brought against CrowdChange Indemnitees by a third party arising out of or in connection with any claim relating to (a) CrowdChange’s use of the Customer Data in accordance with this Agreement (b) any claim that Customer's use of the White Label Program infringes or misappropriates a third party’s intellectual property rights, (c) Customer’s failure to comply with applicable law in any of the activity that occurs on the White Label Program, including any use of Customer Data, or any sweepstakes, raffle or promotion offered via the White Label Program, (d) Customer’s (including its Authorized Users’) breach of its representations, warranties, covenants and obligations in this Agreement; (e) Customer’s installation and/or use of any Non-CrowdChange Products and Services; (f) bodily injury (including death) or damage to real property or tangible personal property of CrowdChange caused by Customer and (g) Customer’s operation of and offering of the White Label Program.
8.2 Unless CrowdChange elects to defend itself (which it may do in its sole discretion), Customer shall defend the applicable claim with counsel agreed to by CrowdChange, which consent shall not be unreasonably withheld. CrowdChange shall at all times have the right to participate in such defense at its own expense and with its own counsel and any delay or failure of CrowdChange to provide notice of a claim for indemnification will not be deemed a breach by CrowdChange of this Agreement and will not relieve Customer of its obligations under this Section except to the extent that Customer’s defense of the claim is materially prejudiced thereby. Customer shall not settle the applicable claim without CrowdChange’s prior written approval.
Section 9 Limitation of Liability and Disclaimers
9.1 IN NO EVENT SHALL CROWDCHANGE, ITS SUCCESSORS, ASSIGNS, AFFILIATES, OR EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, PERSONNEL, LICENSORS, CONTRACTORS AND REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, THE WHITE LABEL PROGRAM OR THE SUPPORT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. CROWDCHANGE’S AGGREGATE AND TOTAL LIABILITY TO CUSTOMER AND ANY OTHER PERSON UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, THE WHITE LABEL PROGRAM OR SUPPORT, REGARDLESS OF THE FORM OF ACTION AND WHETHER THE CAUSES OF ACTION OR CLAIMS ARE BROUGHT DURING OR AFTER THE TERM, WILL BE LIMITED TO $10,000. The provisions of this Section 9.1 allocate the risks between CrowdChange and Customer and reflect the basis of the bargain between CrowdChange and Customer.
9.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER CROWDCHANGE NOR ITS AFFILIATES NOR ANY OTHER PERSON MAKE ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE WHITE LABEL PROGRAM, SUPPORT, OR ANY MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE OPERATION OF THE WHITE LABEL PROGRAM WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.
Section 10 Confidentiality
10.1 The receiving party (“Receiving Party”) shall not use the Confidential Information of the disclosing party (the “Disclosing Party”) for any purposes except to perform its obligations under this Agreement. The Receiving Party shall not, without the prior written approval of the Disclosing Party, disclose the Disclosing Party’s Confidential Information to any third party; except that Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, contractors, agents, representatives and consultants that have a need-to-know and are bound by confidentiality and non-disclosure obligations at least as stringent as those set forth herein. Except as expressly set forth in this Agreement, nothing in this Agreement shall transfer any rights, title or interest of a party in its Confidential Information to the other party.
10.2 Both parties acknowledge that any unauthorized disclosure or misappropriation of any of the other party’s Confidential Information in violation of this Agreement may cause the other irreparable harm, the amount of which may be difficult to ascertain. The parties agree that an injured party shall be entitled to relief at law or in equity, including but not limited to injunctive relief and specific performance, in the event of any breach or anticipated breach of the confidentiality provisions and intellectual property provisions of this Agreement, without the necessity of proving actual damages.
10.3 All Confidential Information shall remain the property of the Disclosing Party and if disclosed in tangible or electronic form, shall, at no cost to the Disclosing Party, be returned or destroyed upon (a) the Disclosing Party’s written request or (b) within thirty (30) days after termination of this Agreement for any reason without the necessity of any request for the Confidential Information. However, Receiving Party shall not be obligated to destroy or return any Confidential Information to the extent any such Confidential Information or copies are required to be retained by law.
10.4 The Receiving Party shall not be considered to have breached its obligations under this Section if it discloses Confidential Information of the Disclosing Party pursuant to a legal requirement of a competent government body (a “Legal Request”), provided that, promptly upon receiving any such Legal Request, and prior to making such disclosure, the Receiving Party makes available to the Disclosing Party sufficient information to permit it to interpose an objection, or to take such action to promote confidential handling of the Confidential Information as it deems appropriate. The Receiving Party will not respond to a Legal Request until and unless required to do so, and will respond only to the extent required.
Section 11 Miscellaneous
11.1 If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. If either party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.
11.2 CrowdChange reserves the right to engage third parties, including but not limited to, Contractors/Agents, to provide the White Label Program and perform Support.
11.3 Except with respect to Customer’s payment obligations hereunder, neither party shall be liable under this Agreement for failure or delay in performance caused by a Force Majeure Event. If a Force Majeure Event occurs, the party affected shall give prompt written notice to the other party and use commercially reasonable efforts to resume the performance excused by the Force Majeure Event.
11.4 The White Label Program are subject to the export control laws of various countries, including without limitation the laws of the United States. Customer agrees that it will not export the White Label Program to countries, persons or entities prohibited by such laws. Customer shall also be responsible for complying with all applicable governmental regulations of the country where Customer is located or operates, and any foreign countries with respect to the use of the White Label Program by Customer. Customer represents that it is not named on any U.S. government denied-party list and will not use the White Label Program in an U.S.-embargoed country.
11.5 This Agreement has been made in and shall be construed in accordance with the laws of the State of California, without giving effect to any conflict of law principles. If any disputes arise out of or relating to this Agreement or Customer’s use of the White Label Program (“Dispute(s)”): (1) The parties will first attempt in good faith to resolve the Dispute by informal negotiation. The informal negotiation period will begin when the party asserting the Dispute sends a written notice to the other party describing the facts and circumstances of the Dispute. If, after sixty (60) days from the date the notice of Dispute is sent, the parties have been unable to resolve the Dispute, either party may commence binding arbitration. (2) Thereafter, such dispute will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The Tribunal will consist of one arbitrator. The place of arbitration will be in San Francisco, CA. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. BY USING THE WHITE LABEL PROGRAM, CUSTOMER AGREES IT IS HEREBY GIVING UP ITS RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY FOR ALL DISPUTES.
11.6 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Uniform Computer Information Transactions Act as enacted shall not apply. Customer must initiate a cause of action for any claim(s) arising out of or relating to this Agreement and its subject matter within one (1) year from the date when Customer knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s), otherwise such claims are waived and released.
11.7 All notices pursuant to this Agreement shall be in writing and shall be deemed duly given when delivered (by certified or registered mail or by overnight courier services with delivery receipt) to the addresses of CrowdChange or Customer set forth on the first page of this Agreement (or any other address provided to the other party in accordance with this Section). In the case of notices by CrowdChange relating to the operation of the White Label Program, such notices, may, at CrowdChange’s option, be in the form of an electronic notice delivered by CrowdChange to Customer or as otherwise agreed by the parties.
11.8 This Agreement and any other related agreements between the parties may not be amended or modified except by a writing signed by both parties. This Agreement constitutes the complete and exclusive statement of the agreement between CrowdChange and Customer in connection with the subject matter hereof, and all previous representations, discussions, and writings (including any confidentiality agreements) are merged in, and superseded by this Agreement and the parties disclaim any reliance on any such representations, discussions and writings.
11.9 Except for the limited right to sublicense the White Label Program as expressly set forth in Section 2.1, Customer may not, without CrowdChange’s prior written consent, assign, delegate, pledge or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. CrowdChange may assign this Agreement without consent from Customer to any of its Affiliates or in the event of a merger, corporate reorganization, or acquisition of all or substantially all the assets of CrowdChange.
11.10 The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby. There are no third party beneficiaries to this Agreement.
11.11 Sections 2, 3, 4.5, 6, 7.4, 8, 9, 10, 11 and 12 shall survive the expiration or termination of this Agreement.
Section 12 Definitions
12.1 “Access Credentials” has the meaning set forth in Section 4.2.
12.2 “Affiliate” of a party means any present or future parent or subsidiary of such party, and any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the shares or voting rights.
12.3 “Authorized User” means Customer’s and its Affiliates’ sublicensees, employees, agents, contractors, consultants, suppliers, chapters, members, or other individuals who are given access to the White Label Program by or through Customer including as part of Customer’s offering of the White Label Program.
12.4 “CrowdChange” has the meaning set forth in the preamble.
12.5 “CrowdChange Indemnitees” has the meaning set forth in Section 8
12.6 “CrowdChange Materials” mean any materials developed, created or acquired by CrowdChange, solely or in conjunction with others (including Customer), pursuant to this Agreement, including any derivative works thereof, in any form and in any media, now known or later developed, and all Proprietary Rights in the same. CrowdChange Materials include materials, documents, data, know-how, works, processes, code, software, technologies, and inventions developed, created or acquired by CrowdChange, solely or in conjunction with others (including Customer), pursuant to this Agreement in the course of providing the White Label Program or Support to Customer, but do not include any Customer Data, or Customer Confidential Information. The CrowdChange Materials are deemed part of the “White Label Program”.
12.7 “Confidential Information” means any confidential or proprietary information, whether marked as confidential or proprietary or which should reasonably be considered confidential or proprietary, concerning a party, its Affiliates and/or third parties and/or their respective businesses, products or services. “Confidential Information” shall not include information which (i) is independently developed by a party without use of or reference to any Confidential Information of the other party; (ii) is acquired by a party from a third party having the legal right to furnish the same to the other party; or (iii) is at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of the other party).
12.8 “Customer” has the meaning set forth in the preamble. References to Customer herein shall include its Contractors/ Agents and its Authorized Users.
12.9 “Customer Data” means any content, materials, data and information that Customer (including its Authorized Users) enters into, transfers, stores or otherwise processes through the White Label Program. For the avoidance of doubt, Customer Data expressly includes all content, materials, data and information that any person or entity to whom Customer sublicenses the White Label Program enters into, transfers, stores or otherwise processes through the White Label Program.
12.10 “Damages” means, collectively, any claims, demands, actions, losses, liabilities, injury, damages, suits and all related costs and expenses, including without limitation attorneys’ fees and investigation and discovery costs.
12.11 “Disclosing Party” has the meaning set forth in Section 10.1.
12.12 “Disputes” has the meaning set forth in Section 11.5.
12.13 “Documentation” means the then-current official materials produced by CrowdChange for the White Label Program. Customer shall only have the right to use the Documentation for internal use in accordance with this Agreement and must retain all copyright markings on such Documentation. The Documentation shall be part of the White Label Program.
12.14 “Force Majeure Event” refers to any circumstances beyond CrowdChange’s reasonable control, including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, strikes, labor stoppages or other industrial disturbances, passage of law or any action taken by a governmental or public authority.
12.15 “Initial Term” has the meaning set forth in Section 7.1
12.16 “Legal Request” has the meaning set forth in Section 10.4.
12.17 “Non-CrowdChange Products and Services” has the meaning set forth in Section 3.1.
12.18 “Proprietary Rights” means all patents, copyrights, trademarks, trade secrets, methodologies, ideas, concepts, inventions, know-how, techniques and all other intellectual property rights and proprietary rights.
12.19 “Professional Services” means customization, training, and other similar professional services related to the White Label Program. If Customer wishes to order any Professional Services, the parties shall either amend this Agreement or enter into a separate agreement with respect to such Professional Services as such Professional Services are not governed by this Agreement.
12.20 “Receiving Party” has the meaning set forth in Section 10.1.
12.21 “Renewal Term” has the meaning set forth in Section 7.1.
12.22 “Support” has the meaning set forth in Section 5.1.
12.23 “Term” has the meaning set forth in Section 7.1.
12.24 “Third Party Products” has the meaning set forth in Section 3.1.
12.25 “Third Party Websites” has the meaning set forth in Section 3.1.
12.26 “Transaction” means any and all funds processed by a third party payment processor as a result of activity through the CrowdChange website.
12.27 “White Label Program” has the meaning set forth in the License Agreement.
EXHIBIT A Statement of Work
The parties agree to mutually identify a third party "Payment Processor" to process the transactions made by Authorized Users on the White Label Program. It is hereby mutually agreed that the Payment Processor shall be the following unless notified by CrowdChange to Customer in writing:
Stripe, Inc. 3180 18th Street San Francisco, CA 94110 firstname.lastname@example.org
As noted in Section 6.1, Customer shall pay to CrowdChange a non-refundable fee as specified on the Invoice within seven (7) days of the Effective Date as specified on the Licensing Agreement. In the event Customer agrees to a Renewal Term, it shall pay to CrowdChange an annual fee that is mutually agreed upon by the parties in writing at the time of that applicable renewal agreement.
Customer agrees that CrowdChange shall receive the CrowdChange Service Fee as noted on the Licensing Agreement. Payment Processor shall also receive its fees as noted on the Licensing Agreement (together the “Transaction Fee”). Transaction Fee will be remitted from the Authorized User to the Payment Processor. The Payment Processor shall remit the CrowdChange Service Fee to CrowdChange.
Fees will be incurred in the currency of the transaction.
Customer agrees to abide by Payment Processor’s terms and policies. In terms of disputes, Stripe’s policy is that Customer incurs a $15.00 fee when there is a dispute on one of the transactions. If the dispute is resolved in Customer’s favor, however, Stripe refunds the fee. For clarity, an example of a dispute is when an owner of a credit card says they didn’t authorize a charge. This is the most common reason for a dispute and can happen if the card was lost or stolen. It can also happen if the cardholder doesn’t recognize the charge as it appears on the billing statement from their bank.
The parties agree that these payment terms may be amended after the completion of the Initial term or any Renewal Term, as applicable, upon mutual written agreement.
Schedule of Work
CrowdChange agrees to have the White Label Program developed by a reasonable date after being provided with the requisite information from the Customer, as agreed upon by both parties.
The Program shall meet the following requirements:
The organization is able to have a fundraising website
Different chapters are able to create fundraising pages within the organization’s website for fundraisers
Individuals within a chapter are able to have individual fundraising pages within that chapter’s fundraising page
Each chapter’s page can have a list of top donors
When people donate, they have the option of using something other than their name for the Top Donors list (e.g. “Anonymous”)
When people donate, they have the ability to leave a comment with their donation
Each chapter’s fundraising page will be able to have a fundraising goal. Progress on the chapter’s fundraising goal will be able to be seen on the chapter’s fundraising page
Each person will create a CrowdChange account when he/she starts a fundraiser
Each person with an account will be able to have a Profile page
People who start fundraisers will be able to edit the information of fundraisers
Organization’s logo or something similar will be located at the top left of the site
The website will say “Powered by CrowdChange” or something similar to that
Customer shall have administrator-level access for each fundraising page established by Authorized Users
Customer shall receive electronic notification upon the creation of a fundraising page
Customer shall be able to access a report of fundraisers including information including but not limited to the fundraiser name, fundraiser beneficiary, host organization (as applicable), and total funds raised by organization.
CrowdChange service during the Term:
CrowdChange agrees to provide the following service to Customer during the Term or during any Renewal Term:
For no additional cost, CrowdChange shall offer support for the White Label Program in the form of phone, email, and online chat support (“Support”). As part of the Support, Customer shall receive any updates, patches, bug fixes or new versions provided by CrowdChange to its customers generally; provided that if CrowdChange offers any significant new functionality of the White Label Program or any additional products or services, CrowdChange reserves the right to license such new functionality, products or services separately and charge an additional fee in connection therewith. CrowdChange shall provide Support only if Customer (a) promptly reports White Label Program problems along with a detailed description of the problem with supporting evidence, (b) agrees to provide CrowdChange with free and safe access to Customer’s systems, networks, and facilities, if necessary, to provide Support, (c) promptly downloads, distributes, and installs updates or upgrades necessary for the proper functioning of the White Label Program, and (d) maintains adequate backup copies of data, databases, and application programs (Customer is responsible for backing up all of its data, including Customer Data, on a regular basis and prior to receiving Support).
CrowdChange may amend the Support from time to time in its sole discretion. CrowdChange is not obligated to provide Support if (a) the applicable issue is caused by software, hardware, or applications, other than those supplied by CrowdChange, (b) Customer cannot reproduce the error and demonstrate it to CrowdChange, (c) the applicable issue is caused by Customer’s conduct or misuse of the White Label Program or (d) the applicable issue is caused by a hardware malfunction or defect (including any equipment recommended by CrowdChange to Customer).
If it is determined by CrowdChange that the White Label Program error for which Customer received Support was caused by Customer’s negligence or willful misconduct or combination of the White Label Program with any software, hardware or applications not provided by CrowdChange, Customer shall promptly reimburse CrowdChange for any Support provided by CrowdChange relating to such error on a time-and-materials basis at CrowdChange’s then-current Professional Services rates.