CHARITY ENGAGEMENT AGREEMENT

This Charity Engagement Agreement (“Engagement Agreement”) governs your participation in and use of the Bridge2Act Platform, which include the Bridge2Act.com website and application (“B2A Site”) and services, and any features and components integrated into a Media Partner’s website that connects to the B2A Site (the “Platform”). “B2A,” “we,” “us,” or “our” means Bridge2Act, LLC. “You” or “your” means the charitable organization applicant checking the box to agree to the terms and conditions of this Engagement Agreement. You also agree to be bound by the Terms of Service, our Privacy Policy, and all applicable laws, regulations, conditions, and policies referenced herein (collectively with the Engagement Agreement, the “Terms”).

We may change these Terms from time to time. If we do, we’ll let you know about any material changes by posting them here. If you continue using the Platform after a change, that means you accept the new Terms. We encourage you to check back and review the Terms periodically.

BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS ENGAGEMENT AGREEMENT, YOU (A)REPRESENT AND WARRANT LAWFULLY ABLE AND AUTHORIZED TO ENTER INTO CONTRACTS ON BEHALF OF THE CHARITABLE ORGANIZATION YOU HAVE LISTED AND TO BIND SUCH CHARITABLE ORGANIZATION TO THESE TERMS.; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING THE PLATFORM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS ENGAGEMENT AGREEMENT OR THE TERMS; AND (C) REPRESENT AND WARRANT THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THE TERMS.

  • Description of the Platform. 1. The Platform allows readers to make donations (each, a “Donation”) to charities that have entered into an Engagement Agreement with us (“Authorized Charities”) after viewing online articles published by our authorized media partners (“Media Partners”). Media Partners may publish articles and other content (“Media Partner Content”) that relate to one or more charitable causes, including but not limited to: animals; arts, culture, humanities; community development; education; environment; health; and human services. Media Partners may select one (1) or more Authorized Charities to feature alongside its Media Partner Content using the integrated Platform features to which readers may donate using the Platform. Our integrated donation feature will allow readers to seamlessly donate to Authorized Charities selected by the Media Partner through the Platform. The existence of the B2A Site or Platform or the selection of an Authorized Charity by a Media Partner to be featured alongside Media Partner Content is not a solicitation of Donations by B2A and B2A does not engage in any solicitation activities on behalf of any Authorized Charities that sign up to be included in the Platform.
  • Eligible Charities. Charities eligible to participate in the Platform are those that:
    • Are qualified tax-exempt organizations under section 501(c)(3) of the Internal Revenue Code;
    • Are in good standing in their state of incorporation
    • Are registered to solicit charitable contributions where applicable;
    • Meet at least one of the following independent third party standards of charity accountability:
    • Are otherwise not in violation of any of the terms of this Engagement Agreement or the Terms (each an “Eligible Charity”).
  • Platform Participation Requirements. By signing up to receive Donations via the Platform, you represent and warrant that you are an Eligible Charity, and will comply with the terms and conditions set forth in this Engagement Agreement. From time to time, we may request information in order to verify your compliance with the Terms, including whether you meet, or continue to meet, the definition of an Eligible Charity. In addition, you understand and acknowledge that we may monitor the B2A Platform on an ongoing basis to verify that you continue to be an Eligible Charity. If you fail to provide any verification information requested in a timely matter, or if we determine, in our sole discretion, that you no longer meet the requirements of an Eligible Charity, we may inactivate you as a potential recipient of Donations through the Platform until such time as you again demonstrate your qualification as an Eligible Charity to the satisfaction of B2A.
  • Limited Agency Relationship. You hereby appoint B2A for the term of this Engagement Agreement to be your agent and attorney-in-fact to facilitate, collect, and process Donations through the Platform, and issue donation tax receipts (“Limited Agency”). It is the parties’ intent that our agency relationship be limited to our actions to facilitate, collect, process, and hold Donations and issue Donation tax receipts to your donors on your behalf and does not extend to any other business transactions. Except for the Limited Agency relationship set forth herein, this Engagement Agreement shall not create or be deemed to create any agency, partnership, or joint venture between the parties, and the parties shall act as independent contractors with respect to one another.
  • Donation Reports. On or before the 15th day of each month, we will provide you with a Donation report covering Donations for the previous month, including the name, address, donation date, and donation amount for each individual who makes a donation to you through the Platform.
  • Donations and Transaction Fees. 100% of the Donations made to you by readers through the Platform will be delivered to you; there is no cost to you to sign up to receive Donations through the Platform. We will charge each reader a transaction or service fee for using the Platform to make a Donation. Reader transaction/service fees will be disclosed on the B2A Site.
  • Payment Processing. We partner with other companies for payment processing. Currrently, we partner with Stripe and PayPal. By entering into this Engagement Agreement, you are also agreeing to the payment processor’s terms of service and privacy policy. Each payment provider is its own company, and B2A is not responsible for its performance. B2A shall not be liable for any claims arising out of a dispute between you and any payment processor. Please note that any Donations made to you will be dispersed directly and automatically to you through either Stripe or PayPal, as applicable. All Donations will deposited into your respective Stripe or Paypal account; B2A will not be responsible for dispersing any Donations to you directly. Therefore, as a condition precedent to being designated an Authorized Charity - and prior to being included on our Platform and linked to a Media Partners Content - you are required to have both a PayPal and a Stripe account. For additional information regarding these requirements, you can click here and here.
  • License to Use Charity Name. You hereby grant us and our Media Partners a limited, non-exclusive, worldwide, royalty-free right and license to use, reproduce and publicly display your name and logo (“Charity Marks”) solely for purposes of including you as a potential recipient of Donations through the Platform. You represent and warrant that, as of the date hereof, you are the owner of the Charity Marks and hold a current trademark registration or otherwise possess all rights to utilize the Charity Marks without approval of any third party, and otherwise have the ability to perform your obligations hereunder.
  • Charity Content. When using the Platform, you may provide Charity Marks, text, photos, video, or other audio or visual materials (collectively, “Charity Content”). You grant us a perpetual, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works based upon, and distribute the Charity Content on or in connection with the Platform and our related marketing and promotional activities. As between Charity and B2A, Charity continues to hold all ownership interest in the Charity Content. You represent and warrant that your Charity Content and our use of such Charity Content will not infringe any third party's intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate the Terms or applicable law.
  • Term and Termination. The term of this Engagement Agreement will begin upon: (a) your acceptance of the terms and conditions of this Engagement Agreement, (b) your submission of complete information during the Charity sign-up process, and (c) our confirmation to you by email that you qualify as an Eligible Charity, and will end when terminated by either of the parties. Either party may terminate this Engagement Agreement at any time, with or without cause, by giving the other party written notice of termination.
  • Indemnification. You agree to indemnify, defend, and hold harmless B2A, its Media Partners, and their affiliates, if any, and their respective directors, officers, members, employees, agents, and representatives from and against any and all actions, claims, demands, liabilities, losses, costs, and damages of any kind (including attorney’s fees), arising from or in any way related to: (a) your use of the Platform; (b) any Charity Content or Charity Marks you provide for posting on the Platform; (c) your breach of any provision of the Engagement Agreement or Terms; (d) any of your actions or omissions (for example, you provided incomplete or false registration information or otherwise violated this Engagement Agreement); (e) your management and use of Donations received through the Platform; or (f) your failure to continue to qualify as an Eligible Charity. You agree to cooperate as reasonably required in B2A’s defense of any claim. B2A reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without our written consent.
  • LIMITATION OF LIABILITY. WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS ENGAGEMENT AGREEMENT OR THE TERMS, THE PLATFORM, OR THE B2A SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR DIRECT DAMAGES EXCEED $100.
  • DISCLAIMERS. The Platform is provided “as is” without warranty of any kind. B2A disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability, or availability of any information or content that is displayed on the Platform.

    B2A also expressly disclaims to the fullest extent permitted by law any and all responsibility and liability for the conduct of any charity, any Media Partner, and any reader or donor. You acknowledge and accept that the Media Partners are independent entities, and that we have no control over Media Partners’ selection of Authorized Charities to be featured in connection with any Media Partner Content and the linked webpage within the B2A Platform. We disclaim any liability with respect to the Media Partner Content. We also offer no guarantee that, if accepted to use the Platform, any Media Partner will select you for inclusion to be featured in connection with any Media Partner Content, or that readers will donate to you. B2A hereby disclaims all warranties either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement; and other warranties. B2A is not engaged in the provision of legal, tax, or other professional advice or services. If you are in need of such services, you should contact the appropriate licensed and qualified professional.
  • Miscellaneous.This Engagement Agreement shall be governed by and construed in accordance with the laws of the State of New York, exclusive of its rules respecting choice of law. Any action, suit, or other proceeding brought by either party hereunder against the other shall be brought and maintained in the courts of the State of New York, County of New York. The Engagement Agreement and Terms constitute the entire agreement between Charity and B2A regarding their subject matter and supersede any prior or contemporaneous arrangement, understanding, negotiations or agreement with respect thereto. If any provision of the Engagement Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Engagement Agreement, which shall remain in full force and effect. Our failure to assert any right or provision under this Engagement Agreement or the Terms shall not constitute a waiver of such right or provision. You may not assign this Engagement Agreement, or any rights, interests, or obligations hereunder, without the prior written consent of B2A. B2A has the right to assign, transfer, or delegate any of its rights and obligations under these Terms without your consent. B2A will provide any notices provided for or permitted under this Engagement Agreement to you via email, written notice, or by conspicuously posting the notice on the B2A Site. All provisions of this Engagement Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. B2A shall not be liable for any failure of or delay in the performance of this Engagement Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.