Chip-In Platform Charity Terms of Service
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS.
BY REGISTERING AS A CHIP-IN CHARITY AND SELECTING THE "ACCEPT" BUTTON WHEN THESE TERMS OF SERVICE ARE PRESENTED IN CONJUNCTION WITH YOUR REGISTRATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND INTEND TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN, JUST AS IF YOU HAD SIGNED THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT ACCEPT THESE TERMS OF SERVICE, AND DO NOT USE OR ACCESS (OR CONTINUE TO USE OR ACCESS) THE SERVICE.
1. DEFINITIONS
1.1 “Beyond” means Above and Beyond—Business Tools and Services for Entrepreneurs, Inc., having an office at 902 Carnegie Center, Suite 160, Princeton, NJ 08540.
1.2 “Charitable Funding Foundation” means, a New Jersey Non-Profit Corporation, having an office at 902 Carnegie Center, Suite 160, Princeton, NJ 08033.
1.3 “Chip-In Merchant” or “Merchant” means a merchant that has registered for the Chip-In Platform.
1.4 “Chip-In Charity” or “You” or “Your” means a charity or not for profit entity registered for the Chip-In Platform.
1.5 “Chip-In Platform” means the websites, applications, and services licensed to Give Back and operated by Beyond by which Registered Users can generate Charitable Contributions to Chip-In Charity through Qualified Transactions with a Registered Payment Card at a Chip-In Merchant.
1.6 “Qualified Transaction” means a transaction at a Chip-In Merchant that meets the parameters defined by the Chip-In Merchant for a Charitable Contribution.
1.7 “Documentation” means the technical and other manuals, help screens, and descriptions provided from time to time by Beyond for use with the Chip-In Platform.
1.8 “Charitable Contribution” means the portion of each Qualified Transaction that is distributed to the Chip-In Charity designated by the Registered User or by the Chip-In Merchant, less Give Back’s transaction fee and/ or other costs, if applicable.
1.9 “Registered Payment Card” means a payment card a Registered User has registered with Beyond for use with the Chip-In Platform.
1.10 “Registered User” means a cardholder who has registered with Chip-In.
1.11 “Effective Date” means the date when these terms of service were accepted.
1.12 “ACH” means the Automated Clearing House paperless entry system controlled by the Federal Reserve Board.
2. GRANT OF USE RIGHT.
2.1 License. Subject to the provisions of this Agreement and Chip-In Charity’s full and continuous compliance with this Agreement, Beyond hereby grants to Chip-In Charity a non-exclusive, worldwide, nontransferable license to make use of the Chip-In Platform.
3. LIMITATIONS.
3.1 Restrictions. Chip-In Charity will not (i) copy any element of the Chip-In Platform; (ii) decompile, disassemble, decrypt, or reverse engineer, or attempt to derive the source code of, the Chip-In Platform; (iii) encumber, or purport to encumber, any right in the Chip-In Platform or the Documentation in favor of a third party, whether by agreement, operation of law, or otherwise; (iv) sell, lease, lend, or sublicense the Chip-In Platform, the Documentation, or any Application provided by Beyond, to any third party; (v) make copies of the Documentation other than as expressly permitted by this Agreement; or (vi) publish or disclose to any third party the results of any benchmark tests or other evaluation run on the Chip-In Platform without the prior written consent of Beyond.
4. PROPRIETARY RIGHTS.
4.1 Intellectual Property Rights. As between Beyond and Chip-In Charity, ownership of the Chip-In Platform, and any and all intellectual property rights and other proprietary rights relating thereto shall at all times remain solely in Beyond and/or its licensor(s), and, except as expressly set forth in this Agreement, no express or implied license or right of any kind is granted to Chip-In Charity regarding the Chip-In Platform.
5. SUBMISSION OF INFORMATION AND CHIP-IN PLATFORM USAGE.
5.1 Information. Chip-In Charity is solely responsible for any and all information submitted to or through the Chip-In Platform whether to Beyond or any Registered Users. This sole liability shall extend to all transactions included in the Chip-In Platform. Chip-In Charity agrees that Beyond has no responsibility or liability for the content, accuracy, or completeness of any such information submitted by Chip-In Charity or any vendor, customer, or provider of goods or services to Chip-In Charity. Without limiting the foregoing, Chip-In Charity shall use its best efforts to assure that all information submitted or provided to the Chip-In Platform by Chip-In Charity is: (i) accurate, complete and correct; (ii) does not violate any applicable federal, state, local or international statute, law, or regulation to which any transaction shall be applicable; (iii) does not infringe upon or violate the proprietary or intellectual property rights including trade name, trademark, copyright, or patent interests of any third party, and (iv) does not contain obscene, unlawful, harassing, defamatory, or libelous content. Chip-In Charity further represents and warrants that it possesses all rights, title and interest including applicable intellectual property rights to submit its information to the Chip-In Platform.
6. OWNERSHIP OF DATA AND TECHNOLOGY.
6.1 Data Ownership. Chip-In Charity shall retain all title and other proprietary rights in and to any data delivered to the Chip-In Platform. Beyond’s privacy policy with respect to data submitted by Chip-In Charity is posted on https://www.getbeyond.com/privacy-policy. Notwithstanding the foregoing, Beyond may use, retain, and reproduce in any form pursuant to its business operations all data delivered to or generated using the Chip-In Platform (i) that pertains to the technical and operational functionality of the Chip-In Platform (ii) that is necessary or useful in assisting Beyond in the diagnosis or correction of services performed, preparation of billing statements, the evaluation of its software or services, or any improvements, upgrades or enhancements thereto, or the compilation of statistical or performance information or (iii) is accumulated by Beyond in a desensitized and aggregated basis. All right, title and interest in and relating in any manner to the Chip-In Platform, and all software, applications, technology, and procedures developed or provided by Beyond and media and Documentation thereto, including without limitation report designs, formats and graphics relating to the Chip-In Platform shall be the sole and exclusive property of Beyond including, without limitation, all intellectual property rights and all related patents, copyrights, and trade secrets (the “Technology”). In no event whatsoever shall the providing of access to the Chip-In Platform or any services hereunder or any terms or conditions of this Agreement vest any ownership or similar rights or interests in or to the Technology to Chip-In Charity.
7. QUALIFIED TRANSCTION SET UP
7.1 Setting up Qualified Transaction. Beyond will provide Chip-In Charity with a description of the Chip-In Platform and instructions for its use. After registering as a Chip-In Charity, Chip-In Charity will be eligible for monthly grants from CFF. Charity acknowledges that while CFF will consider the Qualified Transactions donated to CFF when making monthly donation, it is in CFF’s sole discretion whether and in what amounts it will make donations to Charity.
8. PAYMENT
8.1 Payment. When a Registered User purchases goods and/or services from Chip-In Merchant with a Registered Payment Card in a Qualified Transaction, a record of each Qualified Transaction will go to Beyond. For Qualified Transactions that have settled, Beyond will charge Chip-In Merchants the applicable Charity Contribution and pay that amount to CFF.
8.2 Beyond will issue Chip-In Charity a Chip-In Platform Statement that shows the amount of Charity Contributions for which Chip-In Merchants were charged. Once per month, CFF will issue grants to Chip-In Charities. CFF’s contributions are determined solely by the CFF Board in its sole discretion. All amounts paid to Chip-In Charity shall be paid in U.S. dollars and via ACH debit to a depository account designated by Chip-In Charity. Chip-In Charity shall provide all consents required by Beyond and CFF to permit CFF to deposit payment via ACH.
9. TERM AND TERMINATION
9.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect for one (1) year (“Initial Term”) unless sooner terminated pursuant to the terms provided below. After the Initial Term, this Agreement will be subject to automatic renewal terms thereafter (each a “Renewal Term,” and together with the Initial Term, the “Term”) equal to the Initial Term, until a party provides written notice of non-renewal to the other party. Either party may terminate this Agreement without cause upon thirty (30) days advance written notice to the other party for any reason, or no reason.
10. DISCLAIMER OF WARRANTY
10.1 Warranty Disclaimer. THE PARTIES ACKNOWLEDGE THAT THE CHIP-IN PLATFORM AND ALL SERVICES ARE PROVIDED AS-IS AND CHIP-IN CHARITY ASSUMES ALL RISKS AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE CHIP-IN PLATFORM AND SERVICES. BEYOND PROVIDES THE CHIP-IN PLATFORM, ANY APPLICATION(S) AND ALL OTHER GOODS, SERVICES, AND SOFTWARE WITH ALL FAULTS. BEYOND MAKES NO WARRANTIES REGARDING ITS PERFORMANCE OR NON-PERFORMANCE UNDER THIS THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, AND BEYOND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Beyond makes no warranty with respect to the availability of the Chip-In Platform in the cloud or any other hosted environment, whether with respect to uptime, speed of response, speed of processing, integrity of data, or other matter having to do with the Chip-In Platform.
10.2 Chip-In Platform Changes. Beyond reserves the right to make changes to the Chip-In Platform or any Beyond-provided Applications from time to time with or without notice and Beyond will have no liability for any effect of any such change.
10.3 Representations. Chip-In Charity will not make any representation or warranties that are inconsistent with the materials regarding the Chip-In Platform provided by Beyond.
11. INDEMNIFICATION AND LIMITATION OF LIABILITY
11.1 Indemnification. Chip-In Charity will defend, indemnify and hold Beyond and its officers, directors, members, shareholders, partners, employees, agents, subcontractors and representatives harmless from and against any and all fines, penalties, claims, damages, expenses, liabilities or fees of any nature whatsoever, including attorneys’ fees and costs (collectively, “Damages”) from any third party claim, asserted against or incurred by Beyond arising out of, relating to or resulting from, either directly or indirectly:
· a breach of any representation, warranty or term of this Agreement,
· the negligence, gross negligence or willful misconduct of Chip-In Charity in the performance of its obligations under this Agreement
· any violation of applicable law or by Chip-In Charity,
· an allegation that any Application built or supplied by Chip-In Charity or any agent of Chip-In Charity, or the possession or use thereof by Chip-In Charity, Chip-In Charity’s agents or Registered Users, infringes upon, violates, or misappropriates any intellectual property right, contract right, or other right of any third party;
· personal injury (including, but not limited to, death) or damage to property arising out of, or related to, the possession or use by Chip-In Charity or any agent of Chip-In Charity of the Chip-In Platform or any Application: and
· all third-party claims arising from the foregoing.
11.2 Notwithstanding the preceding, Chip-In Charity is not liable to Beyond if Damages are caused by, related to or arise out of Beyond’s gross negligence or willful misconduct, or Beyond’s breach of this Agreement.
11.3 Limitation of Liability. Beyond's liability with respect to any Qualified Transaction may not exceed the amount of the Charitable Contribution in connection with that Qualified Transaction less any applicable fees and charges. In no event will Beyond or its agents, officers, directors or employees be liable to Chip-In Charity for any indirect, incidental, exemplary, punitive, special or consequential damages whatsoever, including, but not limited to, lost profits. Chip-In Charity waives all claims against Beyond for any loss, claim, demand, penalty, action, delay, cost or expense (including reasonable attorneys’ fees) of any kind unless Chip-In Charity provides written notice to Beyond of the occurrence that gave rise to the alleged liability within thirty (30) days after Chip-In Charity knew or should have known of the occurrence. Chip-In Charity will indemnify and hold Beyond harmless from any claim relating to any Charitable Contribution paid for by Beyond as may be made by anyone by way of defense, dispute, offset, counterclaim or affirmative action, or for any damages of or losses that Beyond may incur as a result of Chip-In Charity's breach of this Agreement. Further, Chip-In Charity will reimburse Beyond for all expenses and costs, including attorneys' fees, with regard thereto. Chip-In Charity acknowledges Beyond’s willingness to provide these services is based on the liability limitations contained in this Agreement. Therefore, any liability of Beyond under this Agreement, whether to Chip-In Charity or any other party, whatever the basis of the liability, will not exceed an amount equal to the Charitable Contribution paid to Chip-In Charity during the last month. The foregoing limitations include and apply to, without limitation, any liability arising out of the performance or failure to perform of any hardware, software, or Internet connection or data transfers or transmission, from any errors, omissions, interruptions in or failure to provide Internet service; from interruptions in Internet availability; from the consequences of computer viruses transferred over the Internet or otherwise; or from communication line failure, breach of security due to use of the Internet, or any loss of information or confidentiality due therefrom.
12. CAN SPAM AND COMMERCIAL COMMUNICATIONS.
12.1 Your use of the Chip-In Platform establishes a business or other applicable relationship with Beyond for purposes of CAN-SPAM, the Telephone Consumer Protection Act, and all other applicable foreign and domestic law that addresses unsolicited commercial communications. Chip-In Charity grants to Beyond, and to other users of the Chip-In Platform, permission to call, e-mail, or otherwise communicate with Chip-In Charity regarding promotion of the sale, lease, or exchange of goods, services, real property, or any other thing of value.
13. MISCELLANEOUS
13.1 Parties. Notwithstanding any term or condition of this Agreement, Chip-In Charity agrees that the Chip-In Platform includes an Internet application for the consummation of transactions by and between Chip-In Merchant and other goods and services providers and Beyond shall have no liability for the performance of any such goods and service transactions in any manner or under any conditions whatsoever.
13.2 Relationship. Beyond and Chip-In Charity are independent principals in all relationships and actions under and contemplated by this Agreement. This Agreement shall not be construed to create any employment, partnership or joint venture relationship between the parties.
13.3 Publicity. Beyond shall be free to use Chip-In Charity’s name in any advertising, publicity, user lists, (including customer lists), marketing collateral, web sites, or any other marketing material.
13.5 Waiver. Beyond’s failure to enforce one or more of the provisions of this Agreement will not constitute a waiver of the right to enforce the same or other provision in the future.
13.6 Written Notices. All written notices and other written communications required or permitted under this Agreement will be deemed delivered immediately when hand-delivered or sent via facsimile and the sender obtains a fax confirmation receipt, and upon mailing when sent first class mail, postage prepaid, addressed as follows:
Beyond C/O Chad Carr/Chip IN
902 Carnegie Center
Suite 160
Princeton, NJ 08540
13.7 Choice of Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed and governed by the laws of the State of New Jersey without regard to legal principles related to conflict of laws. Any suit, action or proceeding (collectively “action”) arising out of or relating to this Agreement shall be brought only in the Superior Court of the State of New Jersey in the County of Mercer, New Jersey, or the United States District Court for the district of New Jersey and Chip-In Charity hereby agrees and consents to the personal and exclusive jurisdiction of said courts over it as to all such actions, and Chip-In Charity further waives any claim that such action is brought in an improper or inconvenient forum. In any such action, the parties waive trial by jury.
13.8 Assignability. This Agreement may not be assigned, directly or by operation of law by Chip-In Charity without Beyond’s prior written consent. This Agreement will be binding upon and inure to the benefit of the parties' respective heirs, personal representatives, successors and assigns.
13.9 Force Majeure. The parties will be released from liability hereunder if they fail to perform any obligation where the failure occurs by reason of any act of God, fire, flood, storm, earthquake, tidal wave, communications failure, sabotage, war, military operation, terrorism, national emergency, mechanical or electronic breakdown, civil commotion or the order, requisition, request or recommendation of any governmental authority, or either party’s compliance therewith, or governmental regulation, or priority, or any other similar cause beyond either party’s reasonable control.
13.10 Severability; Conflict with Rules. If any provision in this Agreement is for any reason held to be invalid or unenforceable, no other provision shall be affected thereby, and this Agreement shall be construed as if the invalid or unenforceable provision had never been a part of it.
13.11 Confidentiality. Chip-In Charity shall protect all information or other items proprietary to Beyond that Chip-In Charity obtains knowledge of or access to as a result of Beyond’s provision of the services pursuant to this Agreement (collectively, “Beyond Confidential Information”) from unauthorized disclosure, publication, or dissemination with the same standard of care and discretion Chip-In Charity uses to protect similar confidential information of Chip-In Charity’s own, but in no event less than reasonable care. Furthermore, Chip-In Charity shall not use, reproduce, distribute, disclose, or otherwise disseminate Beyond Confidential Information, except in connection with the performance of Chip-In Charity’s obligations under this Agreement. The Beyond Confidential Information described in the previous sentence, shall include, but not be limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): scientific, technical, or business information, product makeup lists, ideas, concepts, designs, drawings, techniques, plans, calculations, system designs, formulae, algorithms, programs, software (source and object code), hardware, manuals, test procedures and results, identity and description of computerized records, identity and description of suppliers, customer lists, processes, procedures, trade secrets, “know-how,” marketing techniques and material, marketing and development plans, price lists, pricing policies, and all other financial information. The obligations of non-disclosure provided hereunder shall continue during the Term and,
• with respect to Beyond Confidential Information that does not constitute a trade secret, for a period of three (3) years thereafter and,
• with respect to Beyond Confidential Information that rises to the level of a trade secret under applicable Law, for such period of time thereafter as the Beyond Confidential Information shall retain its status as a trade secret under applicable law, and no less than three (3) years thereafter.
13.12 Enforceability. In the event that anyone or more provisions contained in this Agreement are unenforceable, such enforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as is such unenforceable provisions had not been contained herein, and a new enforceable provision that accomplishes the interest of the severed provision as nearly as practicable shall be substituted therefor.
13.13 Amendments. Give Back reserves the right, in our sole discretion, to amend these Terms of Service at any time, by posting the new Terms of Service to our website (media.chip-in.us/NonprofitTOS.html). Amendments to these Terms of Service will be effective immediately upon posting to the website, unless a later effective date is indicated by Give Back in writing. Your continued use of the Service after we post amendments to the Terms of Service will constitute your acceptance of the amendments; provided, however, that amendments to the Payment section must be accepted by logging into your account and accepting the revised Terms of Service. If you do not log into your account and accept the amendments within thirty (30) days after the date the amended Terms of Service are posted, your access to the Service may be restricted. IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK THE WEBSITE TO DETERMINE IF THERE HAVE BEEN CHANGES TO THE TERMS OF SERVICE AND TO REVIEW SUCH CHANGES.
13.14 Entire Agreement. The provisions of this Agreement as well as any exhibits and schedules hereto, as in effect from time to time by their terms, contain the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. Neither party shall be liable or bound to any other party in any manner by any representations, warranties or covenants relating to such subject matter.
