BY CLICKING THE iDONATE “SUBSCRIBE” BUTTON, THE ORGANIZATION IDENTIFIED IN THE SUBSCRIPTION PROCESS (“Subscriber”) AGREES TO THESE TERMS OF SERVICE (“Agreement”). YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND ARE AUTHORIZED TO BIND THE SUBSCRIBER TO THIS AGREEMENT. IF YOU CANNOT OR DO NOT AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF THE SUBSCRIBER, THEN DO NOT SUBSCRIBE.
1.1 Subscriber represents and warrants that it is, and during the Term of this Agreement will remain, an Eligible Organization.
1.2 Subject to the terms and conditions of this Agreement, iDonate hereby grants to Subscriber a non-exclusive and non-transferable license to (i) access and Use the System via the Internet solely for Subscriber’s benefit and (ii) to include iDonate’s Local Code on Subscriber’s website for Use of the System. This license transfers neither title nor any proprietary or intellectual property rights to the System or the Local Code, except for the rights expressly granted herein.
1.3 iDonate will provide Subscriber with commercially reasonable technical support via email and telephone. Such technical support will be provided during iDonate’s normal business hours to enable Subscriber to report problems and seek reasonable assistance in the Use of the System and Local Code.
1.4 iDonate will use commercially reasonable efforts to make the System available twenty-four (24) hours a day, seven (7) days a week, except for (i) planned downtime (of which iDonate will give Subscriber at least eight (8) hours electronic notice and which iDonate will schedule to the extent practicable during the weekend between 10:00 p.m. Saturday and 2:00 a.m. Sunday Central Standard Time), and (ii) emergency downtime.
1.5 Subscriber is responsible for maintaining its own local/backup copies of Subscriber data maintained in the System through the use of the Systems’ data export functionality.
1.6 Subscriber authorizes iDonate and the Foundation to facilitate the processing of Cash Donations and liquidate Noncash Donations made through the System.
1.7 In order for Subscriber to receive Cash Donations through the System, Subscriber is required to enter into and comply with the terms of a Merchant Agreement with a Qualified Processor. Subscriber acknowledges that the Merchant Agreement is a separate and independent agreement between Subscriber and the Qualified Processor, and that iDonate has no liability to either Subscriber or the Qualified Processor in relation to the Merchant Agreement.
1.8 In order for Subscriber to receive Matched Donations from participating corporations, Subscriber is required to enter into and comply with the DonateDouble Terms and Conditions as set forth at http://donatedouble.org/terms.html. Subscriber acknowledges that the DonateDouble terms and conditions constitute a separate and independent agreement between Subscriber and DonateDouble, and that iDonate has no liability to Subscriber with respect to Matched Donations or DonateDouble.
1.9 Subscriber acknowledges that accepted Noncash Donations submitted through the System are owned and receipted by the Foundation and Subscriber receives a grant directly from the Foundation. The Subscriber acknowledges that iDonate and the Foundation are separate legal entities. The Foundation may reject Noncash Donations for any reason, including donations that it deems are inappropriate, have insufficient liquidation value, or are deemed impracticable to liquidate. iDonate agrees that nothing herein shall limit Subscriber’s right to pursue ownership of such rejected Noncash Donations independently from their Use of the System.
1.10 By posting, uploading, or transmitting content or information to, or through, the System, Subscriber grants iDonate a non-exclusive, irrevocable, worldwide, sub-licensable (through multiple tiers), royalty-free license to copy, store, transmit, publish, publicly display, publicly perform, and otherwise use this content or information to operate the System for the benefit of Subscriber and Subscriber’s donors or as otherwise required to fulfill its obligations under this Agreement.
1.11 Subscriber agrees NOT to upload or display any content that depicts or implies: (a) nudity, sexually graphic content, illegal drug use, or material that iDonate, in its sole discretion, deems in violation of these restrictions or is in poor taste; or (b) content that contains threatening, abusive, harassing, defamatory, libelous, invasive, hateful, or racially, religiously, ethnically or otherwise objectionable. Further, Subscriber agrees NOT to use the System to sell tickets for, raise donations, or create registrations for any organization or event involved in any of the above. Doing so may result in removal of what iDonate, in its sole discretion, believes is an effort or campaign in violation of this Agreement, and iDonate may immediately terminate Subscriber’s account. iDonate reserves the right to refuse service to any potential subscriber or campaign that iDonate believes is in poor taste or is not consistent with iDonate’s business interests.
1.12 Subscriber agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party: (a) sell, lease, license or sublicense the System or Local Code to any third party; (b) decompile, disassemble, or reverse engineer the System or Local Code, in whole or in part (other than as permitted by applicable law); (c) write or develop any derivative software or any other software program based upon the System or Local Code; or (d) except as permitted by this Agreement, provide, disclose, divulge or make available to, or permit use of the System or Local Code by any third party without iDonate’s prior written consent. In no event may Subscriber (or individuals authorized by Subscriber) Use the System or Local Code for any unlawful purpose or in an unlawful manner.
1.13 iDonate shall not be in default of this Agreement to the extent the System is unavailable wholly or partly due to any one of the following reasons: (i) Subscriber’s failure to perform its obligations under this Agreement; (ii) events of force majeure; (iii) the performance of Subscriber’s third party telecommunications network provider(s); (iv) changes made at the request of Subscriber; (v) Subscriber not having the minimum hardware and software required to access or Use the System; or (vi) other events beyond iDonate’s reasonable control.
2. Fees and Payment Procedures
2.1 Subscriber agrees to pay iDonate the Fees. iDonate may adjust the Fees by providing at least thirty (30) days’ notice prior to the expiration of the Term.
2.2 iDonate will normally process applicable Subscription Fees in advance, on a recurring basis, and only after the expiration of any free trial period, if applicable. Payments may be in the form of an authorized credit or debit card.
2.3 For Cash Donations, applicable Transaction Fees will be deducted from the cash amount and the net amount will be sent to Subscriber according to the terms of the applicable Merchant Agreement.
2.4 For Noncash Donations, the Foundation’s program guidelines provide that disposition costs (e.g., towing, title transfer, transportation, services in preparation for sale, and auctioneer’s commissions) will be deducted from the gross or sale proceeds received from the liquidated donation (the “Net Proceeds”). The applicable Administrative Cost Deduction will then be deducted from the Net Proceeds, and the remainder (the “Subscriber Proceeds”) will be forwarded to Subscriber. The timing of Subscriber’s receipt of the Subscriber Proceeds will vary based on a number of factors, such as the donation type, and the time required to liquidate Noncash Donations. The Foundation may adjust the Administrative Cost Deduction by providing at least thirty (30) days’ notice prior to the expiration of the Term.
2.5 All amounts payable hereunder are exclusive of sales, use, value-added, and other taxes. Subscriber shall be responsible for and shall submit to proper tax authority any present or future state and local sales tax, use, value-added or other taxes, duties, tariffs, or fees that directly result from this Agreement or the provision of the services. In no event shall Subscriber be responsible or liable for any taxes based on iDonate’s income. Subscriber shall promptly pay to iDonate upon demand an amount equal to such tax(es) actually paid or required to be collected or paid by iDonate for which Subscriber is responsible under this Section 2.5. If Subscriber is a tax-exempt entity, Subscriber shall provide iDonate a copy of its exemption certificate upon the execution of this Agreement.
2.6 If Subscriber fails to make payment of Subscription Fees on a timely basis in accordance with this Agreement, such failure shall be considered a material breach of this Agreement and iDonate may immediately suspend Subscriber’s access to and Use of the System. If it should become necessary to turn this account over for collection, Subscriber is responsible for all of iDonate’s collection costs, including reasonable attorneys’ fees. A late payment charge of one and one-half percent (1.5%) per month, or the maximum rate allowed by law, whichever is less, will be added to Subscription Fees due under this Agreement if not paid when due.
3. Term and Termination
3.1 Unless earlier terminated in accordance with the provisions of this Agreement, this Agreement will remain in effect for the period of the subscription term selected by Subscriber during the online enrollment process (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for additional one-month periods (each, a single “Renewal Term”) unless a party elects to terminate this Agreement at the end of the Initial Term or the then-current Renewal Term by providing the other party at least thirty (30) days prior notice.
3.2 A party may, by written notice to the other party, terminate this Agreement for cause if any of the following events occur: (a) the other party is in material breach of any term, condition or provision of this Agreement, which breach, if capable of being cured, is not cured within ten (10) days after the non-breaching party gives the other party written notice of such breach; or (b) the other party (i) terminates or suspends its business, (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes. If Subscriber terminates this Agreement under this section, iDonate will refund that pro-rata portion of the pre-paid Subscription Fees that apply to the period following termination. If iDonate terminates this Agreement under this section, Subscriber will forfeit any pre-paid Subscription Fees.
3.3 Unless iDonate notifies Subscriber otherwise, iDonate will process all donations received through the System prior to expiration or termination of this Agreement consistent with the terms of this Agreement.
3.4 Upon the expiration or termination of this Agreement for any reason, Subscriber shall immediately cease all Use of the System and Local Code, provided that Subscriber may continue to access the System for a period of thirty (30) days (the “Wind Down Period”) to track pre-expiration/pre-termination donations and to download Subscriber data using the System’s data export functionality. At the end of the Wind Down Period, iDonate may, in its sole discretion, remove or disable access to the System and delete all Subscriber data from the System. iDONATE WILL HAVE NO LIABILITY FOR ANY LOSS OF DATA RESULTING FROM EXERCISING THE RIGHTS SET FORTH IN THIS PARAGRAPH.
4. Warranty and Limitation of Liability
4.1 By accessing, using, or registering with the System, Subscriber represents, warrants, and covenants that:
• Subscriber has the authority to enter into this Agreement.
• Subscriber’s decision to enter into this Agreement and Use of the System will not violate any applicable law, regulation, or ordinance.
• Subscriber’s entry into this Agreement and Use of the System will not infringe the rights of any third parties.
• Subscriber will at all times supply truthful and accurate information to iDonate and will not misrepresent itself to the public through the Use of the System.
4.2 iDonate represents, warrants, and covenants that:
• iDonate has the authority to enter into this Agreement
• iDonate will use commercially reasonable efforts to cause the System to substantially conform to the Documentation. In the event that Subscriber reports such a non-conformity, then as Subscriber’s sole and exclusive remedy, iDonate will use commercially reasonable efforts to correct such non-conformity or terminate this Agreement pursuant to Section 3.1.
4.3 EXCEPT AS PROVIDED IN SECTION 4.2, THE SYSTEM, THE LOCAL CODE AND ANY MATERIALS OR SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS-IS” AND “WITH ALL FAULTS”, AND iDONATE MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SYSTEM, LOCAL CODE OR ANY MATERIALS OR SERVICES, INCLUDING THAT THE SYSTEM’S OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SYSTEM WILL SATISFY SUBSCRIBER’S REQUIREMENTS. iDONATE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE SYSTEM, LOCAL CODE AND SUCH OTHER MATERIALS AND SERVICES.
4.4 IN NO EVENT WILL iDONATE BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE SYSTEM, LOCAL CODE OR ANY MATERIALS OR SERVICES PERFORMED HEREUNDER, WHETHER ARISING OUT OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF iDONATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. iDONATE’S MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY SUBSCRIBER TO iDONATE UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PRECEDING THE EVENT FROM WHICH THE CAUSE(S) OF ACTION FIRST AROSE.
5. Confidential Information
5.1 Each party (the “Receiving Party”) acknowledges that the other party’s (the “Disclosing Party”) Confidential Information constitutes valuable trade secrets and the Receiving Party agrees that (i) it shall use the Disclosing Party’s Confidential Information solely in accordance with the provisions of this Agreement, and (ii) it will not disclose, or permit to be disclosed, the same, directly or indirectly, to any third party without the Disclosing Party’s prior written consent, except as necessary to perform the services and operate the System. The Receiving Party agrees to use the same efforts, but not less than commercially reasonable efforts, to protect the Disclosing Party’s Confidential Information from unauthorized use and disclosure as the Receiving Party takes with respect to its own similar confidential information. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required to be disclosed by order of a court or other governmental entity, provided that the Receiving Party promptly notifies the Disclosing Party and assists the Disclosing Party in resisting or limiting such disclosure.
5.2 All Confidential User Data shall be jointly owned by Subscriber and iDonate. Without the express written permission of the donor or as required to perform or improve the services and operate the System, iDonate shall not sell, disclose, transfer, use for any purpose outside the scope of this Agreement, or rent any Confidential User Data to any third party, including after termination of this Agreement.
6.1 iDonate will, at its expense, defend, indemnify and hold Subscriber, its officers, directors, agents and employees, harmless from and against third party claims, and awarded damages, related to or arising out of an allegation brought against Subscriber that the System infringes any patent, copyright, trade secret or other proprietary right of any third party. Subscriber shall give such assistance and information as iDonate may reasonably require to oppose such claims. iDonate shall have no obligation for any claims arising out of a combination or Use of the System with non-iDonate programs, products or data, if such claim would have been avoided by the exclusive Use of the System. In the event a third party claim of infringement is threatened or occurs, Subscriber will immediately notify iDonate. iDonate may, in its sole discretion, alter or replace the System with a non-infringing, functionally equivalent system. If iDonate determines that none of these alternatives is reasonably available, iDonate may terminate this Agreement and refund to Subscriber any pre-paid Subscription Fees that apply (on a pro-rata basis) to the time following termination.
6.2 Subscriber will, at its expense, defend, indemnify and hold iDonate, its officers, directors, agents and employees, harmless from and against all claims, losses and damages relating to or arising out of an allegation brought against iDonate as a result of the Use of the System by or through Subscriber, other than those intellectual property claims against which iDonate has indemnified Subscriber under Section 6.1. iDonate shall give such assistance and information as Subscriber may reasonably require to oppose such claims.
7.1 Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) with respect to Subscriber, sent to the email address associated with Subscriber’s System account, (b) delivered in person, (c) sent by first class registered mail, or air mail, as appropriate, (d) sent by overnight courier, in each case properly posted and fully prepaid to, in cases (b)-(d), Subscriber’s physical address associated with Subscriber’s System account and to iDonate at 14643 Dallas Parkway, Suite 900, Dallas, TX 75254, or (e) when posted by iDonate on the iDonate website. Either party may change its address for notice by notice to the other party given in accordance with this Section. Notices will be considered to have been given: (i) when the email delivery is electronically confirmed, (ii) at the time of actual delivery in person, (iii) three (3) business days after deposit in the mail as set forth above, or (iv) one (1) day after delivery to an overnight courier service.
8.1 Except for the obligations to make payments hereunder, each party shall be relieved of the obligations hereunder to the extent that performance is delayed or prevented by any cause beyond its reasonable control, including acts of God, public enemies, war, civil disorder, communications failures, fire, flood, explosion, labor disputes or strikes or any acts or orders of any governmental authority, failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment.
8.2 Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Subscriber, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of iDonate. Any attempted assignment or other transfer by Subscriber without iDonate’s prior written consent will be null and void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
8.3 Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement, or its rights or remedies at any time, will not be construed nor deemed to be a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action.
8.4 If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
8.5 This Agreement may not be amended, except (i) by written amendment signed by both parties, or (ii) by iDonate posting updated/revised terms on its website and by providing Subscriber notice of such terms or Subscriber’s continued Use of the System following the date the updated/revised terms are posted. Accordingly, Subscriber agrees to regularly check iDonate’s website for updated/revised terms. No terms, provisions or conditions of any purchase order, acknowledgment or other business form that Subscriber may use in connection with this Agreement or obtaining services will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of iDonate to object to such terms, provisions or conditions.
8.6 Unless Subscriber notifies iDonate in writing to the contrary, iDonate may use Subscriber’s brand, logo, and/or name in conjunction with promotional activities, email communications with iDonate’s other clients, printed materials and other promotional tools to acknowledge that Subscriber is a user of the System. iDonate will obtain Subscriber’s consent to any other promotional uses of Subscriber’s brand, logo and/or name.
8.7 No exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such party of any other right or remedy under this Agreement or that such party is entitled by law to enforce.
8.8 Nothing in this Agreement shall be interpreted or construed as establishing between the parties a fiduciary relationship, partnership, joint venture or other similar arrangement.
8.9 This Agreement is made under, and will be governed by and construed in accordance with, the laws of the State of Texas (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in the County of Dallas, State of Texas, USA. Subscriber hereby consents to the jurisdiction of such courts for any such dispute.
8.10 The provisions of Articles 5, 6, 7, 8 and 9 and Section 1.12, 2.5, 2.6 3.3, 3.4, 4.3 and 4.4 will survive the expiration or termination of this Agreement.
8.11 The headings and designated sections of this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. All uses of “include” or “including” shall not be limiting. The parties have participated jointly in the negotiation of and counsel have reviewed and approved this Agreement. In the event an ambiguity or question of intent or interpretation arises, the Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
8.12 This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, with respect to said subject matter.
9.1 “Administrative Cost Deduction” means the fixed amount and/or percentage retained by the Foundation when it processes Noncash Donations as set forth in the Foundation Program Guidelines and the iDonate website.
9.2 “Cash Donation” means credit/debit card, echeck, ACH and other similar donations facilitated by the System and that are processed pursuant to a Merchant Agreement.
9.3 “Confidential Information” means this Agreement, the non-donor facing portions of the System, Documentation, information, data, documents, drawings, specifications, and any other information supplied by one party to the other and which should reasonably be considered confidential. Confidential Information will not include information that is publicly available, becomes publicly available through no fault of the Receiving Party, is already in the Receiving Party’s possession without a confidentiality obligation, is obtained by the Receiving Party from a third party without restrictions on disclosure, or is independently developed by the Receiving Party without reference to the Confidential Information.
9.4 “Confidential User Data” shall mean all information received by iDonate from Subscriber or a donor, which can be used on its own or with other information to identify, contact, or locate an individual, including name, date of birth, place of birth, age, gender, race, photograph, social security number, driver’s license number, address, telephone number, mother’s maiden name, e-mail address, IP address, credit card number, account number, login name, screen name, password, and any other personal information, including medical, educational, financial, employment, and criminal information not lawfully accessible from publically available information.
9.5 “Disclosing Party” will have the meaning set forth in Section 5.1.
9.6 “Documentation” means the instruction manuals or other materials, including online help guides or files, provided by iDonate regarding the Use or operation of the System, as such materials may be modified by iDonate from time to time.
9.7 “Eligible Organization” means a charitable organization that is:
• qualified under Section 501(c)(3);
• a public charitable organization, not a private foundation;
• not a supporting organization unless identified specifically as a Type I, Type II, or functionally integrated Type III supporting organization;
• headquartered in the United States (i.e. the 50 States and the District of Columbia)
• in good standing in their state of incorporation and in the states in which they are authorized to do business;
• not engaged in, supporting, encouraging, or promoting: unlawful discrimination, terrorism, violence, money laundering, other illegal, deceptive, or misleading activities;
• not engaged in activity that violates the spirit of iDonate’s fundamental business principles; and
• not in violation of this Agreement.
9.8 “Fees” means the Subscription Fees and Transaction Fees.
9.9 “Foundation” means the organization selected by iDonate to process noncash donations. Currently, iDonate Charitable Foundation, a Kansas not for profit corporation, which is recognized by the Internal Revenue Service as a tax-exempt organization under Section 501(c)(3) of the IRS code, serves as the selected organization. iDonate reserves the right to alter this selection at any time.
9.10 “iDonate” means iDonate LLC, a Delaware limited liability corporation.
9.11 “Initial Term” will have the meaning set forth in Section 3.1.
9.12 “Local Code” means the software provided by iDonate that Subscriber may include in its website to allow potential donors to access the System, such as “embed code” or “iFrame code”.
9.13 “Matched Donation” means a Cash Donation that is eligible for matching by a corporation and processed pursuant to the DonateDouble Terms and Conditions as forth at http://donatedouble.org/terms.html.
9.14 “Merchant Agreement” means an agreement or agreements between a Qualified Processor and Subscriber for the processing of credit/debit card, e-check, ACH and other applicable payments.
9.15 “Net Proceeds” will have the meaning set forth in Section 2.4.
9.16 “Noncash Donations” means donations facilitated by the System other than Cash Donations.
9.17 “Qualified Processor” means a credit card processor authorized by iDonate to integrate with the System.
9.18 “Receiving Party” will have the meaning set forth in Section 5.1.
9.19 “Renewal Term” will have the meaning set forth in Section 3.1.
9.20 “Subscription Fees” means the base monthly/annual fees for Subscriber’s license to Use the System as set forth on the iDonate website.
9.21 “Subscriber Proceeds” will have the meaning set forth in Section 2.4.
9.22 “System” means the iDonate online giving platform that facilitates online cash donations, noncash donation liquidation services, and provides reporting functionality.
9.23 “Term” means the Initial Term and any Renewal Term.
9.24 “Transaction Fees” means the fixed and/or percentage based fees applicable to processing Cash Donations as set forth on the iDonate website and/or in the Merchant Agreement.
9.25 “Use” means the utilization of those features of the System that correspond with Subscriber’s subscription level.
9.26 “Wind Down Period” will have the meaning set forth in Section 3.4.