Terms of Service

iDonate Referral Partner Agreement

This Agreement is entered into by and between iDonate, Inc. (“IDonate” or the “Company”) and [Name if iDonate Referral Partner], a referral partner (“RP”) effective [DATE] (the “Effective Date”).  iDonate hereby engages RP to participate in its iDonate Partner Program (the “Program”) and market iDonate services to potential customers, including but not limited to the joint referral of customers, and other co-marketing or collaborative initiatives to increase iDonate and RP’s collective impact in the nonprofit sector.  This Program is designed to reward RPs for generating leads, driving revenue, and building long-term relationships with nonprofits for iDonate, subject to the terms and conditions set forth in this Agreement.

TERMS

1. Eligibility.  RPs must meet the following criteria to participate in the Program, as determined by iDonate in its sole discretion:
   1. Be an organization or individual actively working in the nonprofit sector or adjacent industries;
   2. Comply with all applicable laws and regulations;
   3. Represent iDonate ethically and accurately to prospective customers;
   4. Use only approved marketing materials and messaging provided by iDonate;
   5. Maintain confidentiality regarding all iDonate customer information, materials, and terms;
   6. Assist in the preservation of strong client relations as needed and/or requested, including but not limited notifying iDonate of any service-related issue a customer has with iDonate; and
   7. Maintain an active and ethical business relationship with all referred customers.

iDonate reserves the right to approve, deny, modify, suspend, or otherwise terminate participation in the Program at its discretion.

1. RP Tiers and Benefits.  RPs may qualify for specific benefits and incentives based on the program tiers as established by iDonate from time to time.  Benefits include referral commissions or revenue-sharing incentives, co-marketing opportunities (e.g., webinars, events, and case studies), and access to iDonate training, tools, and resources to support your success.Details on partner tiers, benefits, and requirements will be shared during onboarding and are subject to periodic updates and reviews.
2. Referral Process.  RP may qualify for a referral incentive only when RP refers an Original Customer to iDonate, iDonate designates the Original Customer as a Validated Customer, and the Validated Customer becomes an Eligible Customer as set forth herein.

1. 1. In this Agreement, “Original Customer” means any potential customer that is eligible to use iDonate services that a) is not a current customer of iDonate and b) has not been engaged in active discussions with iDonate personnel for iDonate services in the six months prior to the Referral Date; and c) is validated by iDonate as a potential Eligible Customer following the Referral Date.
   2. RP must submit complete and accurate data regarding the Original Customer to the designated partner portal or some other process established by iDonate for this Program (the “Referral Date”), which is then validated by iDonate (“Validated Customer”).
   3. Once the Validated Customer signs a paid agreement with iDonate within ____ days of the Referral Date and remains an iDonate customer in good standing for a minimum of 60 days, the referred customer becomes an “Eligible Customer” and qualifies RP for a referral incentive.

iDonate reserves the right and discretion to reject any referral under this Program for any reason, including but not limited to the customer’s previous contacts and/or relationship with iDonate, the referred entity does not meet iDonate standards for customers and/or service work, or other reasons determined by iDonate.  iDonate is under no obligation to enter into any transaction or business relationship of any kind which may have been generated, originated, solicited, pursued, or supported by RP, with iDonate retaining the right, in its sole and unfettered discretion, to decline to enter into any particular agreement, project, or contract with any party, including but not limited to referred customers.

1. Intellectual Property.  iDonate authorizes RP to use any of the iDonate trademarks, service marks, trade names, trade dress, logos, and symbols for the limited and strict purpose of facilitating the referrals of Eligible Customers to iDonate under this Agreement.  RP shall agree to remove from its website any trademark, service name or other identifying insignia of iDonate at the request of iDonate.  Nothing herein implies, grants, or conveys any implied right, title, or license to RP to or under any patents, copyrights, trademarks, trade secrets, or other intellectual property or proprietary rights (collectively, “IP Rights”) of iDonate.   
2. Non-Disclosure and Restrictions on Use of Confidential Information.  RP shall keep in strictest confidence and trust all Confidential Information of iDonate and Eligible Customers and shall not, without the express written consent of iDonate (i) disclose any such Confidential Information to any entity or person, except in connection with the limited purpose of this Agreement and agree to the obligations herein, or (ii) use or appropriate such Confidential Information for its own benefit or for the benefit of another, except in the furtherance of the limited purpose of this Agreement.  RP shall implement reasonable safeguards to prevent the disclosure or misuse of Confidential Information of iDonate or that of any Eligible Customer, including without limitation, such measures as RP takes to safeguard its own Confidential Information, and shall not copy or otherwise reproduce or modify or reverse engineer any of the Confidential Information of iDonate, except with the express written consent of iDonate.
   • RP shall inform all of its agents, employees, and contractors (“Related Parties”) who have access to the Confidential Information of iDonate that such Confidential Information is confidential and proprietary to iDonate and shall require each such to agree to maintain the confidentiality of and refrain from using the Confidential Information on terms and restrictions at least as strict as those set forth herein. RP is responsible for any unauthorized use or disclosure of iDonate’s Confidential Information by RP’s Related Parties.
   • In the event that RP or any of its Related Parties is required by law or legal process to disclose any of the Confidential Information of iDonate, RP shall provide iDonate with prompt oral and written notice of any such requirement so that iDonate may timely seek a protective order or other appropriate remedy.  In the event that such protective order or other remedy is not obtained, RP or any of its Related Parties required to make such disclosure shall disclose only that portion of the Confidential Information of iDonate that it is legally required to disclose.
   • To the extent that any Confidential Information disclosed to RP consists of personally identifiable information, RP will comply fully with any and all applicable privacy protection regulations and other applicable laws.
   • If RP becomes aware of any breach of this Agreement or that any unauthorized person may have obtained access to Confidential Information of iDonate, RP will immediately notify IDonate thereof and will cooperate promptly and diligently with IDonate to help IDonate regain possession of such Confidential Information, prevent its further unauthorized use or disclosure, and mitigate any negative consequences of such disclosure, misappropriation, or misuse.
   • RP shall return to iDonate, or at iDonate’s request (with written verification to iDonate), destroy, and shall cause its Related Parties to return or destroy, all Confidential Information of iDonate in all forms and media and all copies, transcriptions, or other reproductions of, and any notes relating to, the Confidential Information of iDonate upon the earlier of (a) the termination of this Agreement; or (b) receipt of a written notice from iDonate requesting return or destruction of the Confidential Information.
   • For purposes of this Agreement, “Confidential Information” shall mean information or material that is not known or readily ascertainable by proper means to the public or those within the industry of RP, whether in written, oral, magnetic, electronic, photographic, or other form, which has been, or on or after the Effective Date will be, furnished or disclosed by iDonate or the Eligible Customer and which has been designated as being “Confidential” or “Proprietary” or which is otherwise disclosed in such a manner or is of such a character as would put a reasonable person on notice as to the confidential and proprietary nature of such information or material, including, but not limited to, all information and material surrounding the limited purpose of this Agreement, any information and material pertaining to or regarding the business, financial condition, sales, marketing, agreements, financial information, pricing, strategies, plans, customers, suppliers, timing and planning schedules, properties, or operations of iDonate, and including without limitation all technical and non-technical information and material of any nature whatsoever and all, trade secrets, inventions, technology, formulae, inventions, technical data, know-how, information, derivative works, derivatives, methodologies, concepts, techniques, discoveries, software, software functionality and any related source code or object code, processes, drawings, designs, product descriptions, program descriptions, layouts, renderings, samples, parts, components, systems, cars, models, prototypes, procedures, standards, research and development, plans, or specifications relating thereto.  Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without a breach of this Agreement by the RP; (ii) was known to the RP prior to the disclosure of such information pursuant to the terms of this Agreement; (iii) became lawfully available to RP by an independent third party without a breach of any obligation of confidentiality; or (iv) is independently developed by RP, as shall be shown by documentary or tangible evidence in the RP’s possession.
3. Non-Solicit and Non-Interference.  During the term of this Agreement, and for one year after this Agreement is terminated, RP promises not to interfere with iDonate’s customers, including but not limited to actions to solicit, induce, recruit, or encourage iDonate’s customers to either (i) reduce or abandon its existing business relationship or potential relationship with iDonate; or (ii) do business with an entity that provides competitive services to iDonate.
4. Remedies. RP acknowledges and agrees that iDonate may be irreparably harmed if RP breached the provisions of this Agrement, in particular those regarding Confidential Information and non-Interference. and further agrees that iDonate shall have the right to obtain injunctive relief and other equitable and legal remedies to prevent any violation or threatened violation of the terms of this Agreement without the necessity of proof of actual damages or the posting of a bond or other security, in addition to all other rights and remedies available to iDonate at law or in equity. The prevailing Party in any litigation or in any other action to enforce this Agreement will be entitled to receive reimbursement of all reasonable costs and expenses, including reasonable attorneys’ fees and costs, from the other Party.
5. Relationship.  Nothing in this Agreement shall obligate either Party to enter into any further agreements or business relationships, or prevent a Party from conducting similar transactions with others; provided, however, that RP abides by the non-disclosure and non-interference provisions contained herein. Neither this Agreement, nor any terms and conditions contained herein, will be construed as creating a partnership, an employment relationship, a joint venture, or agency relationship or as granting a franchise to the other Party. The Parties are independent contractors each acting for its own account and neither is authorized to make any commitment or representation, express or implied, on the other’s behalf.
6. Termination.  Either party may terminate this Agreement program with 30 days' written notice or upon notice of a material breach of this Agreement.  Upon the effective date of termination (the “Termination Date”), RP must a) return all property belonging to iDonate and b) cease use of all iDonate branding and marketing materials.  Provided all conditions are met and no other breaches of this Agreement exist, all outstanding incentives earned due and payable under this Agreement through the Termination Date will be paid within 30 days of the Termination Date.
7. Governing Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of South Carolina without regard to its conflicts of laws principles. The place of proper venue for bringing any claims in connection with this Agreement is in a court of competent jurisdiction inSouth Carolina, unless otherwise agreed to in writing by the Parties.
8. Limitation of Warranty and Indemnification.
   1. 12.1.RP represents and warrants to the Company that it has the right to enter into this Agreement and to perform fully all its obligations in this Agreement; that RP is not bound by or subject to any agreement, duty, obligation or legal restriction that could prohibit or in any way limit or affect its right to fully perform the services under this Agreement; and that RP will not (i) make representations, warranties or promises on the Company’s behalf except as specifically authorized by the Company, (ii) pledge the Company’s credit or extend credit in the name of the Company, or (iii) enter into contracts or agreements on behalf of the Company without the Company’s prior written consent.
   2. 12.2.COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS OR WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE OFFERING, AND ANY OTHER MATERIALS PROVIDED BY COMPANY HEREUNDER, IS PROVIDED “AS IS” AND AS AVAILABLE.
   3. 12.3.Company’s liability to RP for any reason and for any claim shall be strictly limited to the amount of revenues paid to RP by iDonate in the year prior to the Termination Date.
   4. 12.4.RP shall defend, indemnify and hold the Company (and its affiliates and their officers, directors, employees, agents, successors and permitted assigns) harmless from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees and expenses of litigation) arising out of or resulting from Provider’s breach of any representation, warranty or obligation under this Agreement. Without limiting the Company’s remedies or damages, the Company may satisfy such indemnity obligation (in whole or in part) by way of deduction from any payment due to RP hereunder.
9. Severability; Entire Agreement; Modifications; Counterparts. If a court of appropriate authority determines that any item or provision of this Agreement is unenforceable for any reason, the rest of the Agreement’s terms shall remain in full force and effect and shall in no way be affected.  This Agreement sets forth the complete and exclusive understanding of the Parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings, and communications, oral or written, between the Parties regarding the subject matter of this Agreement. This Agreement may be executed in counterparts (including those delivered by facsimile or other electronic means), each of which shall be considered an original and all of which taken together shall constitute one and the same agreement.  iDonate reserves the right to prospectively modify the terms of this Agreement and the Program at any time by informing RP in writing of such changes; RP’s continued participation in the Program upon notification of these modifications constitutes acceptance of the revised terms.