The Service Agreement was last up-dated January 2013. Click here for PDF version
THIS AGREEMENT is made on CLICK HERE TO ENTER DATE, by and between I Support Community, NFP., (Provider),and NON-PROFIT NAME (Non-Profit);
WHEREAS, Provider is a not-for-profit corporation incorporated under the laws of the State of Illinois, and is recognized as a tax-exempt organization pursuant to Section 501(c)(3) of the Internal Revenue Code, acting as an internet liaison between potential donors and charities;
WHEREAS, Non-profit is recognized as a tax-exempt organization pursuant to Section 501(3) of the Internal Revenue Code and provides DESCRIBE BUSINESS;
WHEREAS, Provider has an established website with efficient Search Engine Optimization capabilities showcasing certain charitable organizations and providing a means for donations;
WHEREAS, Non-profit desires to have video(s) created and displayed on Provider’s website, along with other information about the Non-profit, in order to attract potential donors and volunteers;
NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE 1. SCOPE OF SERVICES
Provider agrees to provide the following services to the Non-profit:
a. A video that tells the non-profit’s story in a way that connects them with the viewer;
b. A thank-you video that personalizes the giving;
c. An easy on-line donation tool;
d. Increased exposure to potential donors and volunteers;
e. Donor information (i.e. name and amount of donation) for those donors that donated through Provider to their non-profit;
g. Additional information/resources:
ii. Educational information
ARTICLE 2. TERM OF AGREEMENT
The Term of this Agreement shall commence on the date set forth above and continue for one (1) year (the “Initial Term”). Upon expiration of the Initial Term, this Agreement will automatically renew for successive one (1) year terms (each a “Renewal Term” and together with the Initial Term, the “Term”) unless either party notifies the other in writing of its intention to terminate this Agreement at least ninety (90) days prior to the expiration of the Initial Term or current Renewal Term.
ARTICLE 3. APPROVAL/OWNERSHIP/LICENSE/CONTROL AND USE
3.01 Approval. Non-profit will approve in writing all content, including videos and promotional materials, that will be displayed on isupportcommunity.org prior to that content being publically published on the web.
3.02 Ownership. Provider will retain ownership and possession of any and all videos, testimonials, etc. related to the website. The video(s) can only be modified or changed with permission of both parties.
3.03 License. This Agreement grants a license to Provider to permit Provider to utilize the Non-profit’s logo for purposes of this Agreement only. This Agreement shall not be construed as granting either party any right, title or interest in the other party’s promotional materials, symbols, logos, trademarks or good will.
Further, Provider may, at its option, grant a license to the Non-profit for use of the video or other promotional materials created by Provider. The terms and use of such license will be determined by a separate agreement.
3.04 Control and Use. At no time during or after the Term of this Agreement will Non-profit or any third party have the right to use the video(s) or any other promotional materials created on behalf of the Non-profit for any purpose except as provided by a negotiated license agreement.
Provider will use the video on its website, YouTube Channel, and any and all channels it deems proper to promote the Non-profit.
Provider shall take reasonable and customary precautions in protecting the videos and shall not be responsible for any unauthorized access, misuse or unauthorized use of the videos.
Further, Provider reserves the right to modify the Site, and change, suspend, or discontinue providing all or part of the content or functionality of the Site in its sole discretion, with or without notice. Non-profit agrees that Provider shall not be liable to you or to any third party for any such actions.
Funds disbursed to the Non-profit will be used per the discretion of its leadership team. No Provider funds, or income therefrom, shall be used for efforts to influence legislation or to intervene for or against political candidates.
ARTICLE 4. NONDISCLOSURE
Donor information is not to be added to the Non-profit’s mail, e-mail or other solicitations.
During and after the Term of this Agreement, Non-profit shall not disclose Donor information to any 3rd party and shall not use Donor information for any purpose other than stated above, or as otherwise required by law.
ARTICLE 5. CHARGES
There is no set-up fee or monthly fee to create the Non-profit page on www.isupportcommunity.org.
Provider will be entitled to a ten percent (10%) commission from any donation made through Provider’s website. All payments will be deducted from the total donations made through the Provider’s website. The net amount will be sent to the Non-Profit on a monthly basis. If the Non-Profit receives a payment in error, it will return such funds to the Provider within 30 days notification of such error.
ARTICLE 6. INDEMNITY/LIMITATION OF LIABILITY
6.01 Indemnity. The Non-profit shall indemnify, defend and hold Provider harmless from and against any and all claims, actions, damages, losses and expenses, including reasonable legal fees and costs, asserted by third parties relating to the Non-profit’s representations, negligent conduct or breach of its obligations. Provider shall indemnify, defend and hold Non-profit harmless from and against any and all claims, actions, damages, losses and expenses, including reasonable legal fees and costs, relating to Provider’s breach of its obligations under this Agreement.
6.02 Liability Limitation. IN NO EVENT SHALL PROVIDER BE LIABLE TO NON-PROFIT FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE USE OF PROVIDER’S WEBSITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, EXCEPT IN THE CASE OF FRAUD, GROSS NEGLIGENCE, OR GROSS MISCONDUCT.
ARTICLE 7. REPRESENTATIONS AND WARRANTIES
7.01 Mutual Representations and Warranties.
Both parties represent that: (a) it is now in a solvent condition and that no bankruptcy or insolvency proceedings are pending or contemplated by or against it; (b) the person executing this instrument is authorized to do so by all necessary corporate, company or partnership action; and (c) neither the execution of this Agreement nor the performance by either party of its obligations will conflict with or result in a breach of the terms, conditions or provisions of any other agreement to which the other party is committed or obligated, which conflict or breach could materially affect the ability of either party to perform its obligations hereunder.
7.02 Representations and Warranties Regarding Content. Non-profit represents and warrants that the content contained in any video or other promotional materials created by Provider will be truthful. Non-profit acknowledges that it is fully responsible for any and all content created in connection with this Agreement.
7.03 Representations and Warranties Regarding Logo. Non-profit represents and warrants to Provider that: 1) it has obtained proper rights in the logo and is authorized to use and license it, and 2) there is no pending or threatened litigation affecting or which might reasonably be expected to affect Non-profit’s rights in the logo or its right or power to enter into this Agreement.
7.04. Representation against Discriminatory Practices. Non-profit represents that it does not discriminate based on race, religion, color, sex, physical or mental disability, national origin, age, status as a disabled veteran, a recently separated veteran, an Armed Forces service medal veteran, or other protected veteran, or any other protected group status.
ARTICLE 8. REPORTING
Non-profit agrees to provide quarterly updates on program activities. Provider will display these updates on Non-profit’s site page and may e-mail them to donors. Upon Provider’s request, Non-profit will provide annual financial reports and tax returns.
ARTICLE 9. EVENTS OF DEFAULT; REMEDIES
9.01 Default. The occurrence of any one of the following events by a party shall be an event of default by such party under this Agreement:
(a) The Non-profit fails to pay when due any sum of money required to be paid under this Agreement, and such failure continues for thirty (30) days after receiving written notice from Provider.
(b) A party shall fail to perform any material term, condition or obligation contained in this Agreement (other than a failure with respect to monetary obligations described in clause (a) above) and such failure is not cured within sixty (60) days after such party receives written notice from the other party; provided, however, that if such failure to cure is of a nature that it reasonably cannot be cured within such sixty-day period, the failing party shall not be in default if such party has commenced and is diligently proceeding toward cure.
9.02 Remedies. Upon the occurrence of an event of default by a party, in the event that such default materially impacts the non-defaulting party, the non-defaulting party may terminate this Agreement by written notice to the defaulting party, bring an action against the defaulting party for damages and/or seek any remedy available at law or in equity (including specific performance and injunctive relief). Either party has the right to request Mediation or Arbitration in lieu of litigation.
9.03 Termination Without Liability. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated by either party for its convenience at any time by giving the other party no less than sixty (60) days’ prior written notice of termination.
ARTICLE 10. MISCELLANEOUS
10.01 No Partnership or Joint Venture. The relationship of the parties is that of independent contractors. No partnership or joint venture is created by this Agreement, and neither Provider nor Non-profit, nor their agents or employees, will be deemed to be the agents or employees of the other; nor may either party bind the other, transact any business in the other’s name, or in its behalf, or form or make any promise or representation, or incur any liability, direct or indirect, contingent or fixed, for or on behalf of the other.
10.02 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without application of its conflicts of law principles.
10.03 Severability; Waiver. The invalidity of any provision of this Agreement shall not affect the remaining provisions. No waiver by either party of a breach of any provision of this Agreement shall be deemed a waiver of a breach of any other provision, or of any subsequent breach of the same provision.
10.04 Assignment. This Agreement shall not be assigned by either party except by express written permission by the other party.
10.05 Attorneys’ Fees. In any action arising in any manner out of this Agreement, attorneys’ fees and costs shall be awarded to the party substantially prevailing in the matter.
10.06 Headings. The headings of articles and sections set forth herein are intended solely for reference purposes and shall not affect the meaning or interpretation of this Agreement.
10.07 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
10.08 Notices. All notices, claims, requests, demands and other communications under this Agreement must be in writing, signed by the party giving such notice, and shall be delivered by hand, courier or first-class registered or certified mail, postage prepaid, return receipt requested, to the other party at the address(es) set forth below:
If to Provider: I Support Community, NFP
Attn: Marion Ruthig
790 Royal St. George Dr., Ste 141-134
Naperville, IL 60563
If to NON-PROFIT: NON-PROFIT
10.09 Entire Agreement; Amendments. This instrument constitutes the entire agreement between the parties, and supersedes all prior agreements, understandings and arrangements, oral or written, between the parties. No modification or amendment of this Agreement shall be valid unless it is in writing and executed by both parties.
IN WITNESS WHEREOF, the parties have set their hands and seals all as of the date first above written.
I Support Community, NFP: NON-PROFIT:
Marion B. Ruthig AUTHORIZED SIGNATOR
Founder/Executive Director TITLE
Date: __________________ Date: __________________________