This EverybodyShops.com Nonprofit Participation Agreement ("Participation Agreement") contains the terms and conditions that govern your participation in the EverybodyShops.com Nonprofit program described in this Participation Agreement (the "Program"). "We," "us," or "our" refers to 535 Media, LLC d/b/a Everybody Shops, and "you" or "your" refers to the charitable organization participating or seeking to participate in the Program. "Everybody Shops Website" means the www.EverybodyShops.com website accessed through a web browser.
By participating as a charity with an administration account on the EverybodyShops.com website ("Organization Site") or otherwise participating in or seeking to participate in the Program, you agree to these terms and conditions. Please read them carefully.
1.1 We accept and process donations from Donors (website customers purchasing from you directly on EverybodyShops.com or through a seller you have brought to the marketplace), which we distribute to the Participating Nonprofit selected by the Donor by their Program Qualifying Purchases and/or Direct Donations.
1.2 The Program. Following are roles and participants, and their respective definitions:
1.2.1 Non-Profit: a charitable organization that solicits businesses within their network to become Sellers on the platform. Each Non-Profit will have their own area on EverybodyShops.com, with their respective Sellers listed as supporting businesses. Sellers who are listed as supporting businesses for a Non-Profit will automatically have a portion of their sales donated to the Non-Profit (as stated in a separate agreement). Additionally, a Non-Profit can sell their own products, with EverybodyShops.com receiving a commission as agreed upon in the “Commission” addendum to this agreement.
1.2.2 Sellers: Sellers are invited by Non-Profits to enroll on EverbodyShops.com where they can create their own Seller page and list their products for sale. If a Seller’s sales are attributed to the Non-Profit, then a portion of that sale goes to the Non-Profit (as stated in a separate agreement). If a Seller’s sales are made directly through their own Seller page, then they get the full sale less the commission paid to EverybodyShops.com.
2.1. Participating Nonprofits must be eligible to receive tax-deductible charitable contributions under Section 170 of the Code (a “Tax-Deductible Organization”) and must 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. Private Non-Operating Foundations and Supporting Organizations are not eligible to become Participating Nonprofits. In addition, if you are using a PayPal account, your account must be in good standing, including remaining confirmed as a charity and not being subject to any limitations. You must promptly update and notify us in case of any changes to your status as a Tax-Deductible Organization, and/or if the IRS or any state or local government agency initiates an inquiry into your status. You agree to provide any information that we may reasonably request related to your status as a Tax-Deductible Organization or a Public Charity. Participating Nonprofits must comply with our Nonprofit Certification Policy. We reserve the right to deny or revoke Participating Nonprofit status to any NPO that fails, in our sole discretion and determination, to meet these standards. You acknowledge and consent to our use of third party service providers to review and verify your status as a Tax-Deductible Organization, Public Charity, or Private Operating Foundation.
2.2. You will be considered a Participating Nonprofit only after we have reviewed your completed Nonprofit Profile and approved you as a Participating Nonprofit. You will remain a Participating Nonprofit until this Agreement is terminated for any reason. You acknowledge and consent to our use of third party service providers to review and verify the information in your Nonprofit Profile.
2.3. As stated above, your account is not required to have an attached PayPal Account. EverybodyShops.com is able to ACH transfer the funds into a banking account. Only in certain circumstances will checks be mailed for compensation.
3.1. By participating in the Program, you agree that you will comply with the Program Policies and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Participation Agreement, including policies and guidelines posted on the Organization Site and including the Program Content Guidelines and the EverybodyShops.com Program Description page, as well as our 535 Media Content Policy and Terms of Service found on their website (collectively, "Operational Documentation").
3.2. You can only promote or link to the EverybodyShops.com on your own website, user-generated content published through a social media account or page, offline mailings, or email correspondence (your "Site") and can only use such of our trademarks or logos or our affiliates' trademarks or logos ("EverybodyShops.com Marks"), links to the EverybodyShops.com ("Links"), or other content we may make available to you (collectively, "Content"), in all cases in accordance with Program Policies and the Program Content Guidelines.
4.1 You hereby grant EverybodyShops.com 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 Nonprofit on EverybodyShops.com and other websites and services with which we may partner, as well as related marketing materials, such as marketing emails. We acknowledge that you retain ownership of your trademarks, trade names and servicemarks and any associated goodwill.
4.2. Participating Nonprofits bear sole responsibility for complying with all laws, rules and regulations applicable to your activities under this Agreement and to your status as a Tax-Deductible Organization and Public Charity or Private Operating Foundation. You understand that you may have obligations to register under state or local laws regarding charitable solicitations, and that we have no obligation to assist with any such registration. You agree that we have no liability for your failure to register properly. You agree to bear all costs associated with your compliance with such requirements. You agree that, for purposes of state charitable solicitation laws or regulations, nothing in this Agreement is intended to cause EverybodyShops.com in any way to act as a professional fundraiser or fundraising counsel on your behalf.
4.3. You consent to accept and receive electronic communication from EverybodyShops.com and our other registered Seller accounts to the email address you provided to us when signing up for your EverybodyShops.com account. These communications should be pertinent to the use of service pursuant to this agreement.
4.4. If EverybodyShops.com provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the Services. Additionally, you may not use information for mass solicitation, marketing purposes, distributing spam, unsolicited or bulk communications, chain letters, or pyramid schemes via electronic or other means, unless you obtain the consent of the specific user to specifically do so.
4.5. We will have no liability for these matters, and you agree to defend, indemnify, and hold us, EverybodyShops.com and its affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to these matters. With respect to any emails, social media posts, mailings and other communications you send (or cause to be sent) in connection with the Program, you acknowledge that you are the originator and sender for all purposes (including under the CAN-SPAM Act of 2003 and all similar laws).
5.1. You acknowledge that we make no promise that you will receive any donations as a result of your status as a Participating Nonprofit.
5.2. We reserve the right not to distribute a donation to you (even if you are recommended by a Donor for a particular donation), if, in our sole discretion and determination:
5.3. In any such case, we reserve 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.
5.4. You agree to promptly return to us the full amount of any donation you receive from us if, when you receive it:
5.5. Funds granted by EverybodyShops.com 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, whether directly or indirectly through support of, or cooperation with, other persons and organizations engaged in such activities.
6.1. Donations from us to Registered Organizations are based on Qualifying Purchases shipped, streamed, or downloaded (as applicable) in a given calendar quarter, and not subsequently returned. Donations are calculated in accordance with the Operational Documentation, as it may be modified from time to time. Donations for each calendar quarter will be made approximately 45 days following the end of that quarter. To account for Product returns that are made after the end of a calendar quarter, we reserve the right in our sole discretion to withhold a portion of your quarterly donations for disbursement during the next donation cycle, subject to any reduction due to returns or cancellations from prior quarters. If we determine that we have made an overpayment in donations to you as a result of returns not offset by donations held back to account for returns, or if we determine that you received donations to which you were not entitled as a result of your actions or omissions (for example, if you provided incomplete or false registration information or otherwise violated this Participation Agreement), we reserve the right, in our sole discretion, to (a) deduct the amount of the overpayment from any donation amount that is due to you in subsequent donation cycles, and/or (b) notify you and request reimbursement for any amounts incorrectly paid to you, in which case you hereby agree to reimburse us for such overpayments promptly and in any event within 30 days of such request. You acknowledge and agree that we are under no obligation to provide you with a report of Qualifying Purchases or donations attributed or earned.
6.2. If we determine that you are no longer an Eligible Organization or that you or anyone acting on your behalf has violated any term or condition set forth in this Participation Agreement (including failure to qualify as a Registered Organization), we reserve the right to disburse any donation that would have been made to you instead to one or more other Registered Organizations as set forth in the Operational Documentation.
6.3. When making donations to Registered Organizations, we will directly deposit donations to you into a U.S. bank account you designate. We reserve the right to accrue and withhold donations for any Registered Organization until the total donation for that organization is at least $5.00, at which point the accrued and withheld total donations will be paid in full during the next quarterly donation cycle. However, we will not withhold donations that remain under the $5.00 level for a Registered Organization for longer than four consecutive quarters.
6.4. You must promptly provide us with accurate and complete bank account information, including the bank account type, the 9-digit routing number/ABA number, the account number, and the name of the primary account holder as it appears on the account, in addition to a voided check or bank statement (as set forth in the Program application). If you do not provide this information, the information is not valid (for example, the account has been closed or changed), or a donation is otherwise rejected by your bank, then we reserve the right to suspend or revoke your registration for the program, so that you will cease to be a Registered Organization, you will not receive donations, and donations that you would have received will be treated as donations directed to an Eligible Organization that is not a Registered Organization, as described in the following paragraph. You will only be eligible to receive donations again after you provide valid account information and you qualify as a Registered Organization.
6.5. If an Eligible Organization that is not a Registered Organization accrues donations in a given calendar quarter, we will accrue and withhold such donations until the donation cycle following the end of the calendar quarter in which it becomes a Registered Organization. However, if such an Eligible Organization does not promptly become a Registered Organization, then we reserve the right after each calendar quarter in which an Eligible Organization accrues withheld amounts (after expiration of a reasonable period as we determine in our discretion, not to exceed 3 years after such quarter), to reallocate and disburse such accrued and withheld funds to organizations qualified as Registered Organizations.
6.6. We may be obligated by law to obtain tax information from you. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your donations until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
6.7. Direct Donations. Those who visit EverybodyShops.com are able to make direct money donations to Registered Organizations. The same terms and conditions regarding receiving your donations apply to direct donations as they would a donation made from a Qualifying Purchase.
7.1. Notwithstanding your 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 organization pursuant to this Agreement.
7.2. EverybodyShops.com will not be responsible or in any way held liable for your failure to: (1) properly register your organization as a Tax-Exempt Organization with the IRS, or (2) accurately report your earnings and donations, received pursuant to this agreement, to the IRS.
8.1. You represent and warrant to us that:
8.2. You agree to indemnify, hold harmless, and, at our option, defend EverybodyShops.com 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 your breach or alleged breach of any obligation, covenant, representation or warranty under this Agreement. If EverybodyShops.com requires you to provide defense of any matter for which indemnity is or may be due hereunder, EverybodyShops.com 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 EverybodyShops.com and the other indemnified parties with respect to such claim, or unless EverybodyShops.com provides its prior written consent. Any settlement imposing or requiring EverybodyShops.com to take or refrain from taking any action will require the prior written consent of EverybodyShops.com.
9.1. This Agreement becomes effective when you have accepted it by following the instructions on EverybodyShops.com and you have received notification EverybodyShops.com has approved you as a Participating Organization. Once in effect, this Agreement will continue until terminated by either of us.
9.2. You may terminate this Agreement (and cancel your status as a Participating Nonprofit) at any time and for any reason by providing seven (7) days advance written notice to us.
9.3. If you breach this Agreement at any time, you will not be considered to be in good standing. We may suspend your access to EverybodyShops.com and/or the Nonprofit Area if we determine in our sole discretion that we will not permit you to remedy a breach. We may terminate this Agreement at any time and for any reason by providing notice to you in accordance with this Agreement.
9.4. After termination of this Agreement, we will exercise reasonable efforts to promptly remove your Name, Mission Statement and Logo from the Everybody Shops Website. Upon such removal, the licenses you have granted to us in such materials will expire.
9.5. Neither you nor EverybodyShops.com shall have any obligation to each other following the termination of this Agreement, except those obligations that survive this Agreement, as set forth in Section 10(f).
9.6. If we believe you are abusing EverybodyShops.com and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.
10.1. While you are a Participating Nonprofit, you may access the “Nonprofit Area” and other parts of Everybody-Shops.com for the purposes contemplated by this Agreement. During the term of this Agreement and subject to the terms and conditions herein, we grant you a non-exclusive, non-transferable, non-sublicensable license to download, install and display the software, scripts and other content (e.g., graphics) that we have specifically identified as available for download.
10.2. Certain limitations and restrictions apply to the licenses and rights granted to you in this Agreement. You understand and agree that these licenses and rights may be exercised only by your employees and agents (including volunteers) acting on your behalf, that you are responsible for their conduct in using EverybodyShops.com , and that these licenses and rights may not be assigned to any other person or entity or used on another’s behalf.
10.3. You acknowledge that we own EverybodyShops.com (including the Nonprofit Area) and all associated intellectual property rights. All rights that are not expressly granted to you by this Agreement are expressly reserved by us.
10.4. You understand that this Agreement does not grant a license or any other right to access or to use PayPal services or the services of our partners. Your use of those services remains subject to the terms and conditions of any agreement between you and those partners, and/or between you and PayPal, as applicable.
NONE OF US, EVERYBODYSHOPS.COM, OR THEIR AFFILIATES AND LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE EVERYBODYSHOPS.COM WEBSITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, THE AGGREGATE LIABILITY FOR US, EVERYBODYSHOPS.COM, AND THEIR AFFILIATES AND LICENSORS ARISING IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, THE PROGRAM, THE EVERYBODY SHOPS SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED $100.
12.1. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, exclusive of choice of law rules. Both parties agree to submit exclusively to the personal jurisdiction of the applicable Federal or State court in Allegheny County, Pennsylvania.
12.2. Attorneys' Fees. In the event of any litigation between the parties hereto, the losing party shall pay the prevailing party's cost and expenses in such litigation, including, without limitation, court costs, reasonable attorneys' fees and disbursements. Any such attorneys' fees and other expenses incurred by either party in enforcing a judgment, and such attorneys' fees obligation is intended to be severable from the other provisions of this Agreement and to survive and not be merged into any such judgment.
12.3. Assignment. Neither this Agreement, nor any rights granted hereunder, may be assigned by either party voluntarily or by operation of law without the other party's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, EverybodyShops.com may assign this Agreement without the Participating Organization’s prior consent to any Affiliate of EverybodyShops.com, in connection with corporate reorganization, or in connection with the sale of all or substantially all of the business or assets belonging to EverybodyShops.com(whether by merger, sale of assets, sale of stock or otherwise). Any attempted assignment in violation of this section shall be null and void. This Agreement shall inure to the benefit of, and be binding upon, any successor or valid assign of either party.
12.4. Headings: Construction. The headings to the sections, sub-sections and parts of this Agreement are inserted for convenience of reference only and are not intended to be part of or affect the meaning or interpretation of this Agreement. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted the Agreement or any provision thereof. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement.
12.5. Non-Waiver. The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the full rights to require such performance at any time thereafter. The waiver by either party of a breach of any provisions hereof shall not be taken, construed, or held to be a waiver of the provision itself or a waiver of any breach thereafter or a waiver of any other provision hereof.
12.6. Notices. Unless otherwise specifically indicated elsewhere in this Agreement, any notice or communication permitted or required hereunder will be in writing and will be delivered by facsimile transmission with confirmation of receipt, in person, or by courier, or mailed by certified or registered mail, postage prepaid and addressed as set forth on the signature page of this Agreement or to such other facsimile number or address as either party may provide from time to time to the other. In addition, notices to Participating Organization may be delivered by email to Participating Organization at the most current email address provided by Participating Organization to Everybody Shops. If notice is given in person, by courier, by email or by facsimile, it will be effective upon receipt; and if notice if given by mail, it will be effective three (3) business days after deposit in the mail.
12.7. Relationship of the Parties. The parties hereto are independent contractors and nothing contained in this Agreement shall be deemed or construed to create the relationship of partnership or joint venture or principal and agent or of any association or relationship between the parties. Participating Organization acknowledges that it does not have, and Participating Organization shall not make any representation to any third party either directly or indirectly indicating that Seller has, in any way, authority to act for or on behalf of EverybodyShops.com or to obligate EverybodyShops.com in any way whatsoever. Each party is responsible for all taxes, duties and other governmental assessments incurred by it as a result of such party's performance under this Agreement, and Participating Organization shall reimburse EverybodyShops.com for any sales, use, VAT, excise, or other tax, duties or levies (other than taxes on income of EverybodyShops.com and taxes for which Participating Organization is exempt), including any penalties and interest, which EverybodyShops.com may be required to collect or remit to applicable tax authorities in connection with the sale of Participating Organization’s Products pursuant to this Agreement.
12.8. Severability. A judicial determination that any provision of this Agreement is invalid, in whole or in part, shall not affect the enforceability of those provisions unaffected by the finding of invalidity.
12.9. Survival. Notwithstanding the termination or expiration of the term of this Agreement or any renewal period thereof, it is acknowledged and agreed that those rights and obligations which by their nature are intended to survive such expiration or earlier termination shall survive.
12.10. Counterparts, Duplicate Originals. This Agreement may be executed in any number of counterparts or duplicate originals, all of which shall be considered one and the same agreement.
12.11. Entire Agreement and Modification. This Agreement, including any addenda attached hereto and fully incorporated herein, constitutes the entire agreement between the parties pertaining to the subject matter hereof, and fully supersedes any and all prior or contemporaneous written or oral communications or agreements between the parties hereto respecting the subject matter hereof, including but not limited to any terms and conditions contained on any pre-printed forms, purchase orders, purchase order acknowledgement and invoice. EverybodyShops.com may amend any of the terms or conditions contained in this Agreement at any time and solely at the discretion of EverybodyShops.com by posting a new version of the Agreement, containing the amendments, on the Nonprofit Area or the Website, and Participating Organization is responsible for reviewing these locations and informing itself of applicable amendments. PARTICIPATING ORGANIZATION’S CONTINUED USE OF THE WEBSITE FOR MORE THAN SEVEN (7) CALENDAR DAYS AFTER EVERYBODY SHOPS’ POSTING OF ANY CHANGES WILL CONSTITUTE PARTICIPATING ORGANIZATION’S ACCEPTANCE OF SUCH CHANGES. IF PARTICIPATING ORGANIZATION DOES NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, PARTICIPATING ORGANIZATION MUST TERMINATE THIS AGREEMENT AS PROVIDED ABOVE.
The following definitions apply to this Agreement:
“Registered Nonprofit Organization” means you are recognized by the IRS as a Tax-Deductible Organization, under their regulations.
“Participating Nonprofit Organization” means you are recognized by the IRS as a Tax-Deductible Organization that has registered for an account on EverybodyShops.com, and has received notification of acceptance into the Program by EverybodyShops.com.
“Program Qualifying Purchase” means a purchased product was listed as a charitable donation product, resulting in a donation to the nonprofit that specific product was listed to benefit.
“Nonprofit Area” means what the Participating Nonprofit Organization personal will see when they log on to their EverybodyShops.com Program account.