TERMS AND CONDITIONS OF LICENSE AGREEMENT
YOU MUST CAREFULLY READ AND ACCEPT THIS LICENSE SERVICES AGREEMENT (THE “AGREEMENT”) BEFORE CHARITY BOOST WILL ACCEPT YOUR REQUEST TO PROVIDELICENSE SERVICES. SHOULD YOU NOT AGREE TO THIS AGREEMENT, CLICK THE “DECLINE” BUTTON AT THE END OF THIS AGREEMENT.SHOULD YOU AGREE TO THIS AGREEMENT, CLICK THE “ACCEPT” BUTTON AT THE END OF THIS AGREEMENT, WHICH INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT AND THE TERMS AND CONDITIONS HEREIN.
This Agreement is entered into by and between you (the “Client”) and Charity BoostLLC. By accepting this agreement you the Client will be utilizing Charity Boost’s technology in all of its manifestations and industry standard engagement best practices, to solicit donations from the public for the benefit of the 501c3 charity named in the attached exhibit A, (hereinafter “Beneficiary Not for Profit”).
Charity Boost owns a Text-to-donate Platform, that shall enable Client to orchestrate a single, or multiple fundraising campaign(s) during the Term, to fund Beneficiary Not for Profit, via direct wireless carrier billing.
The Text-to-donate Platform shall include any Charity Boost applications or third-party applications made available by Charity Boost including but not limited to those enabled on mobile phones and websites, applications containing administration, monitoring, reporting, configuration tools and back-end messaging systems (hereinafter “Licensed Material”), further defined herein.
Certain Third Party Services are necessary in order to facilitate the implementation and commercial use of the Licensed Material on behalf of the ClientandCharity Boost must contract with, and manage the business and compliance relationships with those specific third parties, or other parties to be named during the Term to obtain “The Third Party Services” for the benefit of the Client.
Client wishes to enter into this Agreement for the purpose of obtaining a limited license of the Licensed Material, and The Third Party Services, pursuant to terms further defined herein.
This Agreement consists of:
(i) The Terms and Conditions below; and
(ii) Schedule A which by reference is incorporated in this Agreement.
TERMS AND CONDITIONS
This Agreement describes the terms and conditions for Client’s purchases of License Services directly from Charity Boost. Grant of License in License Material and procurement of Third Party Services.
In exchange for the consideration outlined below “Licensing Fee”, Charity Boost grants to Client, subject to the terms and conditions hereof, the non-exclusive, non-transferable rights to the Licensed Material owned by Charity Boost, as set forth below in the “Term”.In exchange for the consideration outlined further below (the “Licensing Fee”) Charity Boost agrees to procure the third party services as described herein.
INVOICE & TERMS OF PAYMENT:
Consideration: There are multiple types of consideration, paying fees, and or services/ contribution, which are the responsibility of the Client to acquire the rights to the Licensed Material, the Services, and procure compliance with local or state authorities.
1. Licensed Material and the Services Fee:
ii.TERMINATION OF THIS AGREEMENT OR THE APPLICABLE LICENSE SERVICES AND THE REIMBURSEMENT BY Charity Boost TO CLIENT OF THE PORTION OF THE SERVICE FEES PAID TO Charity Boost BY CLIENT FOR SUCH NON-CONFORMING SERVICES.
IN ORDER TO RECEIVE THIS REMEDY CLIENT MUST PROMPTLY NOTIFY Charity Boost OF A BREACH OF THIS WARRANTY.
Client hereby agrees to indemnify and hold harmless Charity Boost and its respective officers, directors, agents and employees against any and all actions, claims, costs (including reasonable outside attorneys’ fees), damages, demands and expenses brought against, suffered or incurred by Charity Boost as a result of any breach or non-observance by Client of any of Client’s acceptances, agreements, obligations, representations, undertakings or warranties as set forth in this Agreement; and for any changes, edits or additions to the Licensed Material made by the Client in the exercise of its rights hereunder.
Charity Boost’s liability under this Agreement shall in no event exceed the License Fee actually paid hereunder. In no event shall Charity Boost be liable for any actual or alleged loss of profit or any special, incidental, indirect punitive or consequential damages incurred by Client or any other party.
Term: term of this Agreement shall commence on the Effective Date and shall continue for a period of five years. Such term will be renewed automatically for successive five-year terms unless either party gives written notice to terminate at least 60 days before the end of the then-current term.
Termination: This Agreement may only be terminated during the Term for a Cause that is not cured within the terms of the Agreement;Termination of Client’s rights to the Licensed Material and or The Services For Cause. In the event of the termination of this Agreement by Charity Boost with Cause, then notwithstanding any other provision of this Agreement to the contrary, Client shall only be entitled to any payments accrued as of the Termination Date and shall receive no further payments or benefits under this Agreement. For purposes of this Agreement, “Cause” shall mean: (a) Client’s violation or breach of this Agreement or any material inaccuracy of any representation or warranty of Client contained herein, unless, if it is capable of being cured, Client cures such violation, breach, or inaccuracy within fifteen (15) days of Charity Boost providing written notice to Client of such violation, breach or inaccuracy; (b) the appropriation (or attempted appropriation) of a material business opportunity of Charity Boost by Client, which would result in securing a personal profit in connection with any transaction entered into on behalf of Charity Boost; (c) the theft, fraud, or embezzlement by Client of any of the personal property, tangible or intangible, of Charity Boost or any of its affiliates; (d) Client commission of an act of fraud upon, or bad faith or willful misconduct toward, Charity Boost or any of its Affiliates; (e) conduct constituting gross negligence or recklessness, as determined by Charity Boost in its sole discretion, that is or could have been materially injurious to Charity Boost , a customer of Charity Boost, or any of Charity Boost’s Affiliates; or (j) the conviction of, indictment for, or the entering of a guilty plea or plea of no contest by, Client with respect to a felony involving dishonesty, theft, or fraud.
By Client: This Agreement may not be assigned, in whole or in part, without the prior written consent of Charity Boost. By Charity Boost: This Agreement may be assigned to a successor in interest at the sole and absolute discretion of Charity Boost, such assignment subject to all terms of this agreement being binding on the Successor in Interest.
10 . ALL RIGHTS RESERVED
All rights not specifically granted herein are reserved to Charity Boost without any limitations whatsoever. No ownership or copyright in the Licensed Material shall pass to Client by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Charity Boost grants Client no other right or license, express or implied to the Licensed Material. The failure of either party to require performance of any provision hereof shall not be deemed a waiver of such breach or of any other provision hereof.
Client shall be responsible for payment of any and all sales taxes, use taxes, value added taxes and duties impose by any jurisdiction as a result of the limited license granted by Charity Boost in favor of Client, or of Client’s use of the Licensed Material under this Agreement. The Parties hereby acknowledge that the foregoing fees and taxes, if applicable, are not included in the Licensing Fee.
This Agreement is not creating a partnership, joint venture, or employee relationship. The Parties acknowledge that by entering into this agreement:
This Agreement is effective under and shall be governed in all respects by the laws of the State of Florida, U.S.A., without reference to its laws relating to conflicts of law. The Parties hereby agree to the jurisdiction of the State of Florida. Charity Boost shall have the right to commence and prosecute any legal or equitable action or proceeding to obtain injunctive or other relief against Client. Copyright claims shall be brought in the Federal court having jurisdiction. If Charity Boost is caused to present claims or suit as a result of any breach of the terms set forth in this Agreement, Client shall be wholly responsible for all costs, expenses, and legal fees incurred by Charity Boost in enforcing any aspect of this Agreement or pursuing any claims under this Agreement or pursuing any claims pertaining to Client’s use of the Licensed Material in a manner not authorized under this Agreement.