PARTICIPATING ORGANIZATION AGREEMENT
Welcome to the Thropic community!
This Participating Organization Agreement (“Agreement”) will constitute a legally enforceable contract between Thropic Incorporated (referred to throughout as “Thropic” "us", "we", "our", etc.) and your non-profit entity or charitable organization referred to throughout as (the “Participating Organization” you", "your", etc.) By consenting to this Agreement you will be provided with access to the member-restricted portions of the www. thropic.app website (together collectively referred to as the "Website") and will be provided access to participate in Thropic’s charitable donation program. Please read this Agreement, including all linked information, carefully.
Thropic accepts charitable donations and makes grants to Participating Organizations in furtherance of its charitable mission. Thropic is recognized by the Internal Revenue Service as a for-profit company.
By checking the box to accept this Agreement, you acknowledge and affirm that you have read, understood and agree to be legally bound by this Agreement.
OUR RELATIONSHIP WITH PARTICIPATING ORGANIZATIONS.
General Information. Thropic registers Participating Organizations with the purpose of providing information about the your Non-profit Entity or Charitable Organizations to Thropic users. Thropic shall provide tools and information about the requirements for registering as a Participating Organization on its website.
Donation System. Thropic accepts and process donations from Donors, which we distribute to the Participating Organizations. Each donor’s payment processing system will issue receipts to donors for each donation.
ELIGIBILITY TO REGISTER
Participating Non-Profits. Participating Non-profits should be eligible to receive tax-deductible charitable contributions under Section 170 of the Code (a tax-deductible organization) and should meet the requirements to be treated as either a ‘Public Charity’ under Section 509(a) of the Code or a “Private Operating Foundation” under IRS regulations.
Charitable Organization. Is an entity with a charitable mission, including but not limited to a Public Charity or a Private Operating Foundation, but is not registered under section 501(c)(3) of the Internal Revenue Code (IRC).
Approval of Participating Organization. The Non-profit entity or Charitable Organization will be considered a Participating Organization with Thropic after Thropic reviews and approves the Participating Organization’s Credentials and User Profile. The Participating Organization will remain a bound under this Agreement until its Participating Organization User status is terminated for any reason.
Payment Approval. In addition, your PayPal account or payment method must be in good standing, including remaining confirmed as a qualified charitable organization. You must promptly update and notify Thropic in case of any changes to the Participating Organizations status as a Tax-Deductible Organization, and/or if the IRS or any state or local government agency initiates an inquiry into The Participating Organizations status.
REQUIREMENTS FOR COMPLETING PARTICIPATION ORGANIZATION PROFILE
You must register with Thropic and complete a “Participating Organization Profile which will include:
PARTICIPATING ORGANIZATION COVENANTS AND WARRANTIES
By consenting to this Agreement you hereby grant Thropic a non-exclusive license to use your Name, Logo and Mission Statement during the term of this Agreement to identify your organization as a Participating Organization on Thropic’s website, as well as related marketing materials such as marketing emails. Thropic acknowledge that you retain ownership of your trademarks, trade names and service marks and any associated goodwill.
Your Participating Organization bears sole responsibility for complying with all laws, rules and regulations applicable to your activities under this Agreement and in your operation as a status as Non-Profit Entity or Charitable Organization. The Participating Organization agrees to bear all costs associated with your compliance with such requirements. The Participating Organization agrees that, for purposes of state charitable solicitation laws, nothing in this Agreement is tended to cause Thropic to act as a professional fundraiser or fundraising counsel on your behalf.
You agree to provide any information that Thropic may reasonably request related to The Organization status as a tax-deductible organization or a public charity. Thropic reserves the right to deny or revoke participating nonprofit status to any NPO that fails to meet these standards. The Organization acknowledges and consent to Thropic’s use of third party service providers to review your status.
The Participating Organization acknowledges that Thropic makes no promise or warranty that you will receive any donations as a result of your status as a Participating Nonprofit on Thropic.
The Participating will not hold Thropic liable if The Organization provide Thropic with inaccurate or incomplete information about its PayPal or bank account or payment method. Any distribution Thropic may make to The Organization is subject to Thropic’s Terms and Conditions.
Thropic Button Access. Participating Organizations may create an interactive page to garner support for specified causes (“Thropic Button”). The Thropic Button may be used to organize a Thropic Button Campaign ("Campaign") to the Website to accept monetary donations ("Donations") from those Users wishing to contribute funds to the Campaign ("Donors"). Although there are no fees to create a Thropic Button, a 5% industry-standard payment processing fee shall apply to each Donation. Thropic’s Platform and applicable payment processing fees are subject to industry standard payment terms and conditions.
Name Association for Donations. Thropic post information about Participating Organizations which may include posting the name, logo and mission statement of the Participating Organization on Thropic’s website. PayPal users and users of other payment processing systems will have access to that information through Thropic services as well as through the websites in which a user shares an action button related to your organization.
Donations. Donations may be made through the Thropic Website and offline. Donations are made to Thropic in their entirety and not to Nonprofits. When making a Donation, Donors may request how they wish funds to be allocated to projects listed on the Website. Thropic shall acknowledge such requests of Donors and while Thropic will use its best efforts to ensure that Donations reach the Participating Organization chosen by the Donor, Thropic retains the sole discretion regarding the onward distribution of Donations, together with relevant Gift Aid, to Non-profits (so as to ensure appropriate handling and compliance).
Donor Payment. Payment Donors make their donations to Thropic’s PayPal account and not to participating Nonprofits. PayPal issues all legally required tax receipts to Donors. Thropic, in turn, makes charitable distributions to qualifying Participating Nonprofits that are recommended by Donors. As a result, any donations the Participating Organization receives pursuant to this Agreement are made by Thropic, not by Donors. Thropic retains exclusive legal control over all donations received by it from Donors and Thropic exercises its discretion in making grants to you. The Participating Organization agrees to take any actions necessary to authorize Thropic to make such transfers.
Distributions. Distributions made under this agreement will be made into the PayPal Confirmed Nonprofit Account identified in your Nonprofit profile or other pre-approved payment method.
Donation Systems. Donations may be made through the Website and offline. Donations are made to Thropic in their entirety and not directly to any of the Participating Organizations.
Disclosure of Information. Thropic may disclose to information about Donors, including name and contact information to Participating Organizations. You agree any information the Participating Organization receives from Thropic may only be used for the purpose of enabling the Participating Organization to acknowledge donations, resolve any issues with donations, and to provide a reasonable amount of information regarding its charitable work.
Nonuse of Donor Information. The Participating Organization agrees that it may not use the donor’s personal information for any other purposes without the donor’s consent. You agree that you will obtain consent from Donors to use the information Thropic provides to The Organization for any purposes beyond what is contained in this clause.
Donations to Thropic. Thropic reserves the right not to distribute a donation to you if, in our sole discretion and determination:
Right to Redirect. Thropic reserves the right to redirect any donation to another entity, or to use or dispense with the donation in any manner consistent with our policies and charitable purposes.
Obligation to Return Donations. The Participating Organization agrees to promptly return to Thropic the full amount of any donation you receive from us if, when you receive it:
Right to Redirect. Thropic reserves the right to redirect any donation to another entity, or to use or dispense with the donation in any manner consistent with our policies and charitable purposes.
Funds. Funds granted by Thropic may only be used for charitable purposes. Such funds may not confer an impermissible private benefit on any donor, such as memberships that are not 100% tax deductible, tickets for a charity event, or to honor a legally binding pledge, and may also not be used to engage in, support, or promote hate, violence, terrorist activity, related training of any kind, money laundering, or other illegal activities.
LICENSE AND ACCESS TO THROPIC’S WEBSITE
Access to Website. You may access Thropic’s website to create a customized action button for your website. Thropic grants each Participating Organization a non-exclusive, non-transferable and non-sublicensable license to download, install and display the code from our action buttons onto the Participating Organization’s Website.
Limitations on Access. Certain limitations and restrictions apply to the licenses and rights granted to you this agreement. You understands and agree that these licenses and rights may be exercised only by your employees, volunteers or agents acting on your behalf, that you are responsible for their conduct in using Thropic’s website, and that these licenses and rights may not be assigned to any other person or used on another’s behalf.
Intellectual Property. The Participating Organization acknowledges and agrees that Thropic owns Thropic’s website and all associated intellectual property rights. All rights that are not expressly granted to the Participating Organization by this Agreement are expressly reserved by Thropic.
Tax Agreement. Notwithstanding the Participating Organizations status as a tax-deductible organization, you will be responsible for all sales, use, value added or other similar taxes, duties, levies, charges or assessments applicable or payable in connection with donations made to your Participating Organization pursuant to this Agreement.
You understand and acknowledge that all information and content provided by Thropic through the Services is for informational purposes only, and Thropic does not guarantee the accuracy, completeness, timeliness or reliability of any such information or content.
No content is intended to provide financial, legal, tax or other professional advice. Before making any decisions regarding any Participating Organizations, Donations, Donors, Users or any products, services, information or content relating to the Services. The Participating Organization should consult its financial, legal, tax advisers or other professional advisor as appropriate. You acknowledge that all information and content accessed by you using the Services is at your own risk.
WARRANTIES AND DISCLAIMERS
The Organization represent and warrant to Thropic that:
Indemnification Provision. The Participating Organization agrees to indemnify, hold harmless, and, at Thropic’s option, defend Thropic and its officers, directors, employees, licensees, agents and vendors from and against all claims, costs, losses, damages, expenses (including attorneys’ fees and court costs) and liabilities arising from the Participating Organizations breach of any obligation, covenant, representation or warranty under this Agreement. If Thropic requires you to provide defense of any matter for which indemnity is or may be due hereunder, Thropic may participate in such defense by counsel of its choice at its own expense. You will not settle any claim for which indemnity is due hereunder unless such settlement completely and forever releases Thropic and the other indemnified parties with respect to such claim, or unless Thropic provides its prior written consent. Any settlement imposing or requiring Thropic to take or refrain from taking any action will require the prior written consent of Thropic.
Release of Liability. You agree to release, indemnify on demand and hold Thropic and its affiliates and their officers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys' fees, costs, awards, fines, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, any Donation or Campaign, any Content, your connection to the Services, your violation of these Terms or your violation of any rights of another.
Disclaimer. Thropic makes available the Thropic website and nonprofit profile for charitable purposes. The Participating Organization acknowledges that Thropic’s website and performance hereunder are provided on an ‘as is’ basis, and WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, DATA ACCURACY OR SYSTEM INTEGRATION, NO WARRANTY IS MADE BY US ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THROPIC NOR ITS AFFILIATES WILL BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, (B) DAMAGES FOR LOSS OF PROFITS, (C) DAMAGES FOR LOSS OF GOODWILL, (D) DAMAGES FOR LOSS OF USE, (E) LOSS OR CORRUPTION OF DATA, OR (F) OTHER INTANGIBLE LOSSES (EVEN IF THROPIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) ANY PROMOTIONS AND RELATED PRIZES OR REWARDS MADE AVAILABLE THROUGH THE SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THROPIC TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES (INCLUDING CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE) OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID THROPIC IN THE LAST SIX (6) MONTHS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
You agree that you are solely responsible for your interactions with any other user in connection with the Services and Thropic will have no liability or responsibility with respect thereto. Thropic reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services.
In no event shall Thropic be liable to The Organization for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost revenues, costs of delay, any failure of delivery, business interruption, costs of lost or damaged data or documentation or liabilities to third parties arising from any source, even if Thropic has been advised of the possibility of such damages, Thropic cumulative liability to you for all claims arising from or relating to this Agreement, including, without limitation, any cause of action sounding in contract, tort or strict liability, shall not exceed $10.
In the event of any unauthorized access to and acquisition of Personal Data by a third party while in the possession of Thropic, which materially compromised the security, confidentiality or integrity of such data (“Data security Breach”) Thropic shall not be liable, unless such unauthorized access resulted from Thropic’s negligence.
TERM AND TERMINATION
Effective Date. This Agreement becomes effective when The Organization have accepted it by following instructions on Thropic’s website. Once in effect, this Agreement will continue until terminated by either party.
Notice of Termination. The Participating Organization may terminate this agreement (and cancel The Organization status as a participating nonprofit) at any time and for any reason by providing 7 days advance written notice. Thropic may terminate this Agreement for any reason at any time.
Sole Discretion to Terminate. You agree that Thropic, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services under reasonable circumstances, including, without limitation, for lack of use or if Thropic believes that you have violated, breached this Agreement or acted inconsistently with the letter or spirit of these Terms.
Termination for Cause. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Services, may be referred to appropriate law enforcement authorities. You agree that any termination of your access to the Services under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Thropic may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services where such deactivation or deletion is permitted under these Terms of Service. Further, you agree that Thropic will not be liable to you or any third party for any termination of your access to the Services.
Post Termination. After termination of this agreement, Thropic will exercise reasonable efforts to promptly remove Participating Organizations name, mission statement and logo from Thropic’s website. Upon such removal, the licenses you have granted to Thropic in such materials will expire.
Arbitration. Waiver of Trial by Jury. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US OR ANY OF OUR OFFICERS, DIRECTORS OR EMPLOYEES ACTING IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE JAMS, INC. (“JAMS”) RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT WE OR YOU MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN ANY STATE OR FEDERAL COURT HAVING JURISDICTION TO GRANT IT IN THE EVENT OF AN ACTUAL OR THREATENED INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.
No Partnership Created. You acknowledge that nothing in this agreement creates a partnership, joint venture or employer-employee relationship, and neither party is acting as an agent of the other party. For purposes of clarity, neither party has any authority to make any commitments on behalf of the other party or to purport to bind the other party in any manner or to any extent.
Right to Amend. Thropic reserves the right to amend this agreement at any time by posting amended terms on Thropic’s website. Thropic will send a message to the email address in your Nonprofit Profile alerting you.
Severability. Should any provision of this Agreement be held by a court or other tribunal of competent jurisdiction to be void, illegal, invalid, inoperative or unenforceable, the remaining provisions of this Agreement shall not be affected and shall continue in effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
Assignment. You may not assign this agreement without Thropic prior written consent; any attempted assignment in violation of the foregoing will be null and void. Thropic may assign this agreement to any third party without your consent or Thropic Affiliate. All the terms and provisions of this Agreement shall be binding upon successors, shall inure to the benefit of, and shall be enforceable by the respective successors and permitted assigns of Participating Organization and Thropic.
Governing Laws. This Agreement shall be governed under the laws of the Delaware.
Arbitration. Any dispute between you and Thropic which cannot be resolved by negotiation shall be submitted to mediation, and if mediation fails, Arbitration shall be held in Massachusetts and governed under the rules of the American Arbitration Association, or any comparable entity of dispute resolution that Thropic may subsequently agree upon in writing.
Survival. This Agreement will remain in full force and effect while you use the Thropic Services. Those terms that can continue to operate after you stop using the Thropic Service (including without limitation your Content license to Thropic), will survive after you stop using the Thropic Service. You agree to indemnify and hold Thropic, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any Third Party due to or arising out of (i) your actions in using the Thropic Service, (ii) a claim that you, or any Third Party using your Participating Organization Account, infringed any intellectual property or other right of any person or organization using the Thropic Service, or (iii) the violation of these Terms and Conditions by you, or any third party using your Participating Organization Account.