Partner Program Agreement

The following is a list of our complete terms and conditions that apply to all members of the CauseVox Partner Program. Please read this agreement to its entirety.

BY SUBMITTING THE APPLICATION FORM OR LINKING TO THE CAUSEVOX PARTNER PROGRAM WEBSITE YOU ARE DEEMED TO HAVE AGREED TO BE BOUND TO THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.

This Partner Agreement (“Agreement”) is made by and between CauseVox and the entity registered to be a CauseVox Partner (“CauseVox Partner”) on the partner’s registration page (the “Registration Page”) located at https://admin.causevox.com/a/settings/referral.

This Agreement shall govern the terms and conditions pursuant to which CauseVox Partner shall promote and market the CauseVox (as defined below).

1. DEFINITIONS

1.1. Acquisition.

Shall mean a monetary transaction made by a Lead who opens a CauseVox account and conducts transactions on our Platform.

1.2. Partner.

Shall mean a Prospective partner that has (a) been attributed to CauseVox Partner pursuant to CauseVox’s customary tracking protocols, including but not limited to, the use of CauseVox unique partner identification code, cookies or otherwise, (b) been accepted by CauseVox, in its sole and absolute discretion, © registered as a “CauseVox Partner” on the Registration Page and thereafter.

1.3. Creative.

Shall mean any marketing and/or promotional materials relating to CauseVox and/or CauseVox brands that are promoted by CauseVox and CauseVox Related Entities as CauseVox deems necessary or appropriate.

1.4. Confidential Information.

Shall include, but shall not be limited to, any and all information associated with the other Party’s business and not publicly known, including, the contents of this Agreement, specific trading information, technical processes and formulas, source codes, donor lists, prospective donor lists, names, addresses and other information regarding donors and prospective donors, designs, marketing, costs, and other unpublished financial information, business plans and marketing data, is confidential and proprietary information, whether or not marked as confidential or proprietary.

1.5. CauseVox

CauseVox refers to the software platform available via the CauseVox website and any associated websites.

1.6. Lead.

Any unique user that has registered for a paid CauseVox account introduced by an CauseVox Partner that actively promoted the Platform. A Lead cannot be a site opened and/or owned by a CauseVox Partner and for which that partner seeks commissions or compensation pursuant to this Agreement.

1.7. Malware and Spyware.

Relates to the use of pop-up banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website, and other similar practices.

1.8. Names and Trademarks.

Any names and/or trademarks or any other protected marks associated with CauseVox.

1.9. Opt-in List.

An “opt-in” e-mail address is a list of emails where the individuals on the list have expressly elected to receive e-mails from CauseVox Partner.

1.10. Prospective Partners.

Any other marketing organizations and/or website owners and/or operators that may be Potential partners of CauseVox.

1.11. Related Entity[ies].

Any entity that, directly or indirectly, controls, is controlled by, or is under common control with, CauseVox; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

1.12. Territory.

Any area, location, territory or jurisdiction as defined by CauseVox from time to time and subject to the terms of use of the CauseVox Platform.

1.13. Websites.

Any CauseVox account associated with websites that are managed by an CauseVox Partner that currently have or will have a marketing arrangement with CauseVox.

1.14. Term

“Lifetime” refers to the period of time the store is in existence, and/or the period of time the CauseVox Partner has an partner relationship with the customer, and/or the period of time the CauseVox Partner has an active partner account.

2. RESPONSIBILITIES OF PARTNER.

2.1. Activities.

The CauseVox Partner will use its best efforts to (a) promote and market CauseVox, and (b) identify for CauseVox prospective Leads. In no event shall CauseVox Partner engage in any marketing or promotional activity related to CauseVox in any area, location, territory or jurisdiction outside of the Territory as defined by CauseVox from time to time. CauseVox Partner shall bear all costs and expenses for such activities unless otherwise determined by CauseVox, in its sole discretion.

2.2. Creative.

All Creative will be solely provided by CauseVox alone except where agreed to by CauseVox in writing in advance. CauseVox will provide CauseVox Partner with copies of or access to Creative. The Creative shall be accessible from CauseVox Partner Program website. The Creative is provided “AS IS” AND WITHOUT WARRANTY of any kind.

2.3. Use of Creative.

CauseVox Partner may display Creative on the Websites solely for the purpose of marketing and promoting CauseVox brands promoted by CauseVox and by CauseVox Related Entities during the term of this Agreement, or until such earlier time as CauseVox may, upon reasonable prior notice, instruct CauseVox Partner to cease displaying the Creative. CauseVox Partner may not alter, amend, adapt or translate the Creative without CauseVox’s prior written consent. Nothing contained in any Creative shall in any way be deemed a representation or warranty of CauseVox or any of CauseVox Related Entity. The Creative shall at all times be the sole and exclusive property of CauseVox and no rights of ownership shall at any time vest with the CauseVox Partner even in such instances where the partner has been authorized by CauseVox to make changes or modifications to the Creative.

2.4. E-Mail Internet Marketing.

In the event that CauseVox Partner has an Opt In List, CauseVox Partner may send e-mails regarding the offering of CauseVox and CauseVox Related Entities to the individuals on the Opt-in List. CauseVox Partner shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and the CAN-SPAM Act. Without limiting the generality of the foregoing, CauseVox Partner shall (a) not send any e-mail regarding CauseVox and/or CauseVox Related Entities to any individual or entity that has not agreed to receive communications, (b) always include “unsubscribe” information at the top and bottom of any e-mail regarding CauseVox, CauseVox Related Entities and/or the CauseVox platform.

2.5. Unauthorized & Prohibited Marketing Activities.

In addition to the restrictions of Section 2.4 above, CauseVox Partner shall not (a) engaged in any activities determined to be “spamming”  marketing methods with respect to CauseVox, CauseVox Related Entities and/or CauseVox, (b) use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods in any of its dealings relating to CauseVox, CauseVox Related Entities and/or CauseVox, © make any false, misleading or disparaging representations or statements with respect to CauseVox, CauseVox Related Entities or CauseVox or (d) engage in any other practices which may affect adversely the credibility or reputation of CauseVox, CauseVox Related Entities or CauseVox, including but not limited to, using any Website in any manner, or having any content on any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party.

2.6. Compliance with Laws.

In addition to, and without limiting the provisions of this Agreement, CauseVox Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

2.7. Partner Duty to Inform.

CauseVox Partner shall promptly inform CauseVox of any information known to CauseVox Partner related to any Leads, Prospective partners that could reasonably lead to a claim, demand or liability of or against CauseVox and/or the CauseVox Related Entities by any third party.

3. FEES & PAYMENTS.

CauseVox Partner shall be entitled to receive the Fees as set forth below under “CauseVox Partner Commercial Terms” (the “Fees” and/or the “partner Fees”). The Fees shall be due on a periodic basis in accordance with the date of sign up to the partner Program. All payments are subject to risk analysis considerations and Anti-Money Laundering procedures. CauseVox reserves the right to demand and receive information about any Lead and to asses the competency of such Lead for payments. CauseVox reserves the right to modify the Fee structure and/or the payment terms at any time upon reasonable advance notice to CauseVox Partner. CauseVox shall not be responsible to pay any commissions for a Lead created or owned in whole or in part by a CauseVox Partner.

4. TERMINATION.

4.1. Termination.

CauseVox may terminate this Agreement at any time, with or without cause, effective immediately upon notice to CauseVox Partner.

Fraudulent or other unacceptable behaviour as defined by CauseVox can result in termination of partner/client relationship or termination of partner account entirely without notice to, or recourse for, the CauseVox Partner.

CauseVox Partner, can terminate this Agreement at any time, with or without cause, effective immediately upon notice to CauseVox.

4.2. Consequences of Termination.

Upon expiration or termination of this Agreement: (a) each Party shall return to the other Party all property of the other Party in its possession or control (including all Creative and all Confidential Information); (b) CauseVox Partner shall immediately cease displaying any Creative on any Website or otherwise and ( c) all rights granted to CauseVox Partner hereunder will immediately cease.

4.3. Survival.

Sections 5 through 11 shall survive the termination or expiration of this Agreement.

5. PROPRIETARY RIGHTS.

5.1. Proprietary Rights of CauseVox.

As between CauseVox Partner and CauseVox, the Creative, all demographic and other information relating to Leads, Prospective partners and partners, the Platforms and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of CauseVox or otherwise related to CauseVox, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “CauseVox Property”) shall be and remain the sole and exclusive property of CauseVox. To the extent, if any, that ownership of any CauseVox Property does not automatically vest in CauseVox by virtue of this Agreement, or otherwise, CauseVox Partner hereby transfers and assigns to CauseVox, upon the creation thereof, all rights, title and interest CauseVox Partner may have in and to such CauseVox Property, including the right to sue and recover for past, present and future violations thereof.

5.2. CauseVox Trademarks.

During the term of this Agreement, CauseVox hereby grants to CauseVox Partner a limited, revocable, non-exclusive and non-transferable license to display the CauseVox trademarks, solely as necessary to perform CauseVox Partner’s obligations under this Agreement. CauseVox Partner acknowledges and agrees that: (a) it will use the CauseVox trademark only as permitted hereunder; (b) it will use the CauseVox trademark in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by CauseVox; © the CauseVox trademark are and shall remain the sole property of CauseVox; (d) nothing in this Agreement shall confer in CauseVox Partner any right of ownership in the CauseVox trademark and all use thereof by CauseVox Partner shall inure to the benefit of CauseVox; and (e) CauseVox Partner shall not, now or in the future, contest the validity of any CauseVox trademarks or use any term or mark confusingly similar to any CauseVox Trademark.

6. CONFIDENTIALITY.

Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement. Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non-disclosing Party without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.

7. DISCLAIMER OF WARRANTY.

CauseVox MAKES NO WARRANTIES HEREUNDER, AND CauseVox EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THEFOREGOING, CauseVox FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE PLATFORMS DONOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANYJURISDICTION, INCLUDING, BUT NOT LIMITED TO, THE TERRITORY. CauseVox PARTNER UNDERSTANDS AND AGREES THAT THE PLATFORMSMAY NOT SATISFY ALL OF THE LEADS’ REQUIREMENTS AND MAY NOT BE UNINTERRUPTED OR ERROR-FREE.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION.

8.1. Limitation of Liability.

CauseVox SHALL HAVE NO LIABILITY WITH RESPECT TO THE PLATFORMS OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISEFOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF CauseVox HAS BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, CauseVox’S LIABILITY TO CauseVox PARTNER UNDER THIS AGREEMENT FORANY REASON WILL BE LIMITED TO THE AMOUNTS PAID TO PARTNER BY CauseVox DURING THE SIX (6) MONTH PERIOD IMMEDIATELYPRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THEAGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY,MISREPRESENTATIONS, AND OTHER TORTS.

8.2. Indemnification.

8.2.1. CauseVox Partner Indemnification.

CauseVox Partner agrees to indemnify, defend and hold harmless CauseVox and any CauseVox Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) CauseVox Partner ‘s breach of any representation, warranty, obligation or covenant under this Agreement; (b) CauseVox Partner’s gross negligence or willful misconduct; or ( c) any warranty, condition, representation, indemnity or guarantee relating to CauseVox and CauseVox Related Entities granted by CauseVox Partner to any Lead, Prospective partner or other third party.

8.2.2. Notice of Indemnification.

In claiming any indemnification hereunder, the Indemnified Party shall promptly provide CauseVox Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that CauseVox Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party’s written consent, which shall not be unreasonably withheld.

9. NON-EXCLUSIVE REMEDIES.

In the event (a) CauseVox Partner markets or promotes CauseVox and/or any CauseVox Related Entity that promotes the CauseVox platform to any person or entity outside of the Territory or (b) of any breach or threatened breach of any provision of Sections 2, 5 and/or 6 above, in addition to all other rights and remedies available to CauseVox under this Agreement and under applicable law, CauseVox shall have the right to (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) immediately terminate this Agreement and CauseVox Partner ’s engagement hereunder, (iii) receive a prompt refund of all amounts paid to CauseVox Partner hereunder and (iv) be indemnified for any losses, damages or liability incurred by CauseVox in connection with such violation, in accordance with the provisions of Section 8 above.

10. GENERAL PROVISIONS.

10.1. Force Majeure.

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

10.2. Independent Contractors.

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

10.3. Notice.

Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally or by e-mail to the Party to which the same is directed; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or ( c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties as set forth on the Registration Page.

10.4. No Waiver.

The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

10.5. Entire Agreement.

This Agreement, including all Exhibits hereto, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

10.6. Assignment.

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. CauseVox Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without CauseVox ’s prior written consent, to be given or withheld in CauseVox ’s sole discretion.

10.7. Applicable Laws.

This Agreement shall be governed, construed and enforced in accordance with the laws of the State of New York. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in the State of New York, and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.

By marking the “I have read and agree to the terms and conditions” checkbox, CauseVox Partner hereby fully agrees with all terms and provisions.

CauseVox Partner Commercial Terms

Commission Plan

All Fees payable to CauseVox Partner will be calculated according to the following commercial plan:

The “Revenue Share” plan
Under the Revenue Sharing plan, the CauseVox Partner shall be entitled to receive Revenue Share based on the following Formula:

Formula: 15% x (CauseVox Revenue, less credit card fees, per referred client).

Payment will be issued to the CauseVox Partner on a periodic basis when their account balance has reached $50 USD or more. In the event the periodic revenue has not reached $50 USD, the payment will be held by CauseVox and rolled into the next payment window until an account balance of $50 has been reached.

CauseVox reserves the right to cancel or modify the CauseVox Partner Program and/or Fee structure upon 60 days notice to CauseVox Partner.

Last updated: 1/3/2012