This Customer Agreement (“Agreement”) describes the agreement between Cotribute,LLC (“Cotribute”) and your company (“Customer”) and is effective as of the date listed on the provided form.(“Effective Date”).

1. Term

This Agreement is effective on the Effective Date and continues until either party terminates. Either party may terminate without cause one year following theEffective Date by giving three months written notice to the other party. Either Cotribute or Customer may terminate this Agreement immediately at any time if:(i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings. . If customer or its End User (i) violates this Agreement or (ii) uses the Services in a manner that Cotribute reasonably believes will cause it liability, then Cotribute may suspend or terminate Customer’s and its End User’s use of the Cotribute platform.  

If there is an emergency, Cotribute may automatically suspend use of the services.Cotribute will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Emergency. “Emergency” means:(i) use of the Services that do or could disrupt the Services, other End Users’ use of the Services, or the infrastructure used to provide the Services and(ii) unauthorized third-party access to the Services.

2. Platform Terms

Cotribute has built an internet-based platform (“Platform”), that provides applications and application programming interfaces respecting micro donation functionality. Use of Customer and End User Accounts are conditional upon acceptance of their respective Terms & Conditions at login.

3. Cotribution Deposits

Customer agrees to pre-fund its account by remitting monthly “Cotribution Deposits.” Customer and Cotribute agree that funds transmitted to Cotribute are Customer funds and are for the benefit of the Customer. Cotribution Deposits are due on the 1st of the month in which the credit is to be made available to End Users..

4. End User Usage Limits

Upon receipt of each monthly deposit, Cotribute will credit the Customer’s account.Once credited, the Customer’s Administrator may allocate End User Usage Limits to each End User Account. The sum of the Customer’s End User Usage Limits may not exceed the total deposit on account for Customer.

5. Donations and Requests

End Users may request donations be made to Non-Profits on the Platform. Donation requests made during each month will become final at 9:00am Pacific Time on the5th bank business day of the following month. Should the End User elect to modify or cancel a donation request, it must be done before the donation becomes final. Donations will be made to the selected Non-Profits on behalf of either the Customer or the End User, as elected by the Customer..

6. Purchases and Requests

End Users may order merchandise from Cotribute’s marketplace using their account.Upon receipt of a Purchase Request, Cotribute will process the Purchase Request on behalf of the Customer, and ship the merchandise to the address directed by the End User. Upon shipment, the merchandise becomes property of the End User, and may qualify as reportable income to the End User, depending on their relationship and status with the Customer.

7. Reporting Responsibility

Customer is solely responsible for the reporting of income, as may be required based on the End User’s relationship to the Customer. Though Cotribute will provide reports of End User usage, Customer is responsible to determine the taxability of funds directed by the End User through the Platform

8. Disclaimer

Although Cotribute has pre-screened Non-Profits using information the Non-Profits provide, Cotribute cannot endorse or otherwise vouch for Non-Profits (other than their 501(c)(3) status) or makers of products for sale. Customer and its End Users should investigate such organizations and products to make sure they meet their goals. Cotribute may receive compensation from such organizations and makers of products and Customer understands and waives the conflicts of interest that might be created by doing so..

9. Confidentiality

This Agreement and any related discussions and correspondence are to be held in strict confidence by Customer and may not be disclosed by the Customer to any party (other than counsel to the parties to the extent reasonably necessary for such persons to render advice in connection with the proposed terms) without the prior written approval of the other party, except as required by law.

10. Intellectual Property

The Cotribute Platform, (including text, information, software, graphics, images, sound, animation and any other content) are owned by Cotribute and constitute the Intellectual Property Rights of Cotribute (“Intellectual Property Rights”). The copyrighted materials, trademarks, service marks, written text, html or other code, images, animations, digital photographs, or other content accessible on this site, should not be reproduced, copied, distributed, posted, or used in any other way without the express written permission of Cotribute. Other than rights granted in this Agreement, this Agreement does not grant to Customer any Intellectual Property Rights to Customer. Cotribute may, at its discretion, use, modify, and incorporate into the Platform any feedback, comments, or suggestions of Customer or End Users. Cotribute may include Customer’s name trade name and/or logo in a marketing materials identifying Customer as a  Cotribute customer on the Co.tribute website or in promotional materials

11. Indemnification

Customer will defend and indemnify Cotribute against all liabilities, damages, and arising out of any claim by the End Users associated with Customer and their use of the Platform.

12. Liability Limitations

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR COTRIBUTE WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, CONTRIBUTIONS, OR PROFITS, EVEN IF FORESEEABLE. ADDITIONALLY, COTRIBUTE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES THAT CUSTOMER ACTUALLY PAID TO COTRIBUTE DURING THE THREE  MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER COTRIBUTE NOR ITS AFFILIATES MAKE ANY WARRANTY, EXPRESS, IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. WHILE COTRIBUTE PRESENTS PROJECTS FOR END USERS TO SUPPORT, COTRIBUTE DOES NOT ENDORSE, APPROVE OR OTHERWISE VOUCH FOR SUCH PROJECTS AND END USERS MUST INVESTIGATE SUCH ORGANIZATIONS AND PROJECTS ON THEIR OWN. COTRIBUTE MAY RECEIVE COMPENSATION FROM SUCH PROJECTS FOR PRESENTING THEM AS PART OF THE SERVICES, AND CUSTOMER UNDERSTANDS AND WAIVES THE CONFLICTS OF INTEREST THAT MIGHT BE CREATED BY DOING SO.

12. Additional Terms Applicable to Optional Solutions

Customers who elect to subscribe to any of the Optional Solutions (by clicking “Subscribe” or otherwise) agree to be subject to all of the terms in this Agreement and also the terms in this Section.  Subject to  timely payment of the applicable fees, Cotribute shall grant to Customer the rights to those of Optional Solutions which Customer has selected.   The subscription fees are valid for their particular term only, and may thereafter be increased.  Once paid, Subscription fees are non-refundable.  If Customer has elected automatic subscription renewal, Customer’s payment method will be automatically charged at the end of the current term and all subsequent terms unless Customer discontinues the subscription by providing not less than thirty (30) day’s advance notice before the renewal date.  Cotribute shall notify Customer of any subscription fee increases for the next term a reasonable time in advance of the expiration of the current term.  If Customer has not discontinued the subscription, Customer consents to the increase in the subscription fee.  If Customer’s payment method fails or its account is past due, Co.tribute reserves the right to either suspend or terminate the Optional Solutions.  Any such suspension or termination will result in the cancellation of any promotional or discount programs applicable to the Optional Solutions.

Certain Optional Solutions may require that Customer provide content and information to Cotribute, (the "User Content"). Customer retains all rights in, and is solely responsible for the User Content, and represents that Customer has the right to allow such content to be published on the Cotribute Platform or otherwise made public. Customer is also solely responsible for use of such  Optional Solutions, and Customer uses them at its own risk.  Cotribute reserves the right to remove or modify User Content for any reason, including User Content that Cotribute believes violates these Terms or its policies.

Customer grants to Cotribute a nonexclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content.

To the extent that the Optional Solution that Customer selects permits Customer to invite and create pre-funded “gift” accounts  to non-employee recruits or clients of Customer, then Customer is fully responsible for and shall indemnify Cotribute for any claims that the targeted recipient of such pre-funded gift  might make, or communications directed to such recruit on behalf of Customer.

The Optional Solutions may involve Cotribute providing other consulting, vetting or advisory services.  Cotribute shall provide such services in a commercially reasonably manner, but all such services are subject to the liability limitation, indemnification and all other relevant terms contained elsewhere in this Agreement, and are otherwise provide on an as-is basis.

13. Miscellaneous

This Agreement, along with the Cotribute Terms and End User Agreement and Cotribute Privacy Policy shall constitute the entire agreement between Customer and Cotribute regarding the subject of this Agreement and supersede prior or contemporaneous understandings and agreements, whether written or oral. This agreement will be governed by California law. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Cotribute. There are no intended third-party beneficiaries to this Agreement.  . Except for payment obligations, neither Cotribute nor Customer will be liable for inadequate performance to the extent caused by a condition beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance). Customer and Cotribute shall resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The Judicial Arbitration and Mediation Service (“JAMS”) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Irvine, California, or any other location both parties agree to in writing. However, either party may sue in the federal or state courts of Orange County, California solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights. Both Custom and Cotribute consent to venue and personal jurisdiction there. Customer agrees that it may only resolve disputes with Cotribute individually and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

For any questions related to the Customer Agreement, please contact Cotribute at support@cotribute.com, or 800.790.8421.