This Agreement is entered into between "" (herein "BENEFICIARY"), and "WinWinLabs", a 501(c)(3) non-profit, EIN #84-4720243.
WinWinLabs wants to use our fundraising system to support BENEFICIARY to carry out its mission. This Agreement is designed to clarify the parties' responsibilities for regulatory compliance with state charitable sales promotions and commercial co-venture laws and regulations.
WinWinLabs shall conduct charitable sales promotions (the "Promotions") in which it shall make a donation to BENEFICIARY for each fundraiser in out system (the "Promotion Product"), where BENEFICIARY is specifically selected, Our games are skill-based, not chance-based, with no raffles or bingo. The geographic scope of Promotions is international, wherever laws allow. This agreement applies to all fundraisers started between now and until this Agreement is terminated.
Either Party may terminate this Agreement upon 14 days written notice to the other Party. Email is acceptable. WinWinLabs may continue to advertise and promote active fundraising games until they have ended, so we can fulfill our obligations to other users and beneficiaries. Upon termination of this Agreement, after all fundraising games having ended, WinWinLabs shall provide BENEFICIARY with a final accounting as described below and cease any promotional activities.
BENEFICIARY hereby grants WinWinLabs a limited, non-exclusive license to use BENEFICIARY's trademarks, specifically their name, logo, for the duration of this Agreement, for the sole purpose of marketing and selling the Promotion Products embodying BENEFICIARY's trademarks.
WinWinLabs shall make payments to BENEFICIARY via electronic bank transfers or printed checks, for amounts equal to the game revenues times the percentage allocated to BENEFICIARY, between 10% and 90%, as specified for each fundraiser by the game creator. WinWinLabs shall provide BENEFICIARY with full accounting transparency, and make the data available to the BENEFICIARY for a period of three (3) years following termination of this Agreement. The BENEFICIARY donation is deemed to occur contemporaneously with receipt of the funds from the consumer purchasing the Promotion Product. BENEFICIARY donations not immediately delivered to BENEFICIARY shall be held in escrow for the benefit of BENEFICIARY and payments will be sent to BENEFICIARY within 30 days of game-end and financial reconciling.
Materials that inform the consumer of the donation being made to BENEFICIARY must clearly state the amount or percentage of the BENEFICIARY donation that shall result from the purchase of the Promotion Product, the time period during which purchase shall result in a donation to BENEFICIARY, and the limitations, if any, on the contribution.
Whenever WinWinLabs offers a Promotion Product for purchase to the public or promotes or advertises a Promotion Product, the following statement of relationship, or a similarly worded statement of relationship, must be included on the advertisement and offer for sale: "For every game played WinWinLabs will donate xxx to BENEFICIARY. WinWinLabs is proud to support BENEFICIARY in this way."
In conducting this promotion, both BENEFICIARY and WinWinLabs agree to comply in a timely manner with the requirements of state laws and regulations applicable to each respective party with respect to the performance of its obligations hereunder. The parties further acknowledge and agree that the Promotion set out in this Agreement is subject to the requirements of the various state charitable solicitation laws. BENEFICIARY represents and warrants that it has to the best of its ability complied with all federal and state laws allowing it to solicit funds.
The Parties agree in good faith to make every effort to resolve disputes that arise in the performance of this Agreement. Each Party shall make its best efforts to resolve any disputes informally or through a mutually agreed-upon mediator. However, in the event that mediation or informal resolution fails, the Parties will bring their claims arising under this Agreement in a court in Michigan, and this Agreement shall then be governed by the laws of Michigan.
WinWinLabs and BENEFICIARY agree that each party is responsible for its own business activities and will not be held liable for the activities of the other party. WinWinLabs agrees to indemnify and hold harmless BENEFICIARY, its employees, representatives, and agents from any and all liability, loss, damage, cost or expense, including reasonable counsel fees and expenses, paid or incurred in connection with WinWinLabs's operation of the Promotion or sale of any products or services, or by reason of WinWinLabs's intentional or negligent conduct relating to performance of this Agreement. BENEFICIARY assumes no liability to third parties with respect to the provision of any goods or services by WinWinLabs. WinWinLabs shall not be required to indemnify, defend or hold BENEFICIARY harmless against claims asserting WinWinLabs is infringing on BENEFICIARY's intellectual proprietary rights.
Waiver: No failure of any Party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.
Severability: If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force.
Entire Agreement: This Agreement and any exhibits are the complete and exclusive agreement between the Parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings, both written and oral, regarding such subject matter.
Modification: This Agreement may only be modified, or any rights under it waived, by a written document executed by all Parties.
Execution: This Agreement may be executed in any number of counterparts, all of which taken together will constitute a single instrument. Execution and delivery of this Agreement may be evidenced by facsimile transmission, electronic mail, or original signed documents.
IN WITNESS WHEREOF, by signing this document you acknowledge the Promotion as set forth herein does not include any impermissible promotion or endorsements to the best of everybody's knowledge. This Agreement is affirmed and executed by these duly authorized representatives: