Nonprofit Partner Terms and Conditions

Transcription

1 Nonprofit Partner Terms and Conditions Nonprofit Partner Enrollment Form Registration Information Nonprofit Organization Name: Address: City, State, Zip: Tax Identification Number (TIN): Name of Organization Contact: This should be the individual that will post organization content to the CommunityRoom.net site. Phone: Fax: Eastern Bank Account Information Account Officer Name If you do not know the name of your account officer, let us know which Eastern Bank branch you use for your banking. Checking Account Title: Checking Account Number: This checking account will be used for receiving donations from CommunityRoom.net. CommunityRoom.net Donation Feature Please check this box if you want to receive monetary donations via CommunityRoom.net.

2 Nonprofit Partner Terms and Conditions Search Categories Visitors to CommunityRoom.net will be able to search for a Nonprofit Partner by category. Please choose no more than 5 categories below that you would like your organization to be affiliated with: Advocacy/Activism Arts/Culture Civic Affairs Community Development Conservation/Environment Crime Prevention Economic Development Education Elder Affairs GLBT Healthcare Homelessness Housing Human Rights Immigration Peace Social Services Technology Volunteerism Women s Issues Youth Development Other Nonprofit Organization Authorized Signer *: Printed Name: Title: Date: * The Authorized Signer must have signing authority for the bank account named above. Upon completion of this agreement, please mail it to: Eastern Bank Attn: CommunityRoom.net, EP Market Street Lynn, Massachusetts For Bank Use Only Reviewed By Account Officer Date Reviewed By Communityroom.net Date

3 Nonprofit Partner Terms and Conditions These terms and conditions apply to the relationship between Eastern Bank and its affiliates and subsidiaries ( Eastern Bank ) and the nonprofit organization listed in the Enrollment Form attached hereto. All references to the Agreement herein shall be deemed to include the Enrollment Form and these Terms and Conditions, including Exhibit A. Under this Terms and Conditions, we, us, and our denote Eastern Bank. You and your refer to the nonprofit organization listed in the Enrollment Form. In order to be eligible for the Service described herein, the nonprofit organization must be a nonprofit 501(c)(3) or other designated organization that maintains an active depository relationship with Eastern Bank and has chosen to have a website on CommunityRoom.net. 1. Registration Information (a) You hereby agree that, during the term of this Agreement, you will provide Eastern Bank with the information described herein that is current, complete, accurate and updated as your status and circumstances may change from time to time. (b) You represent that you are a charitable organization exempt from federal income taxation in accordance with section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended, and is classified by the Internal Revenue Service as either a private foundation or a public charity. A copy of your IRS Letter of Determination, confirming its 501(c)(3) status is attached hereto as Exhibit A. You will advise Eastern Bank in writing as soon as possible of any change in your tax classification or status. 2. Definitions (a) Content means information, data, text, images, templates and other content available on the CommunityRoom.net site. (b) Service means the subscription, password-protected Communityroom.net service developed and offered by Eastern Bank that is provided over the Internet to nonprofit organizations. (c) Contribution means a charitable contribution to you through the Service. (d) Donor means any party who makes a Contribution. (e) Organization Content means the content of the nonprofit organization that is posted on a sub-domain of the Service website. (f) Personnel means employees, officers, directors, contractors, subcontractors or agents of Eastern Bank. (g) Policies means Eastern Bank s current instructions, regulations, FAQs, notifications, privacy policy and other information relating to the use of the Service that Eastern Bank promulgates, displays or makes accessible from the Service website from time to time. 3. Organization Content (a) Eastern Bank grants you the right to post Organization Content, including but not limited to your mission statement and history, programs and services, special events and volunteer opportunities. Eastern Bank shall provide page-building and content management tools, as agreed to by the parties, to enable you to post Organization Content. You warrant and

4 represent to Eastern Bank that all information posted in your Organizational Content is true, accurate and correct at the time of posting and that you will advise Eastern Bank as soon as possible of any change to your Organizational Content. Eastern Bank shall have the right, but not the obligation, in its sole discretion to refuse, move or remove any Organization Content without obligation to notify any party of the foregoing, without any liability to you. (b) You grant Eastern Bank the right to publish, modify and use the Organization Content for any and all purposes including, without limitation, the purposes of this Agreement, establishing hypertext links between CommunityRoom.net and your Internet website (if any), and in connection with Eastern Bank's promotion and marketing of Eastern Bank s and/or your activities through the Service and other Internet websites and campaigns in various print and electronic media. 4. Contribution Services If you opt to receive donations via the Service (such option shall be denoted in the Nonprofit Partner Enrollment Form): (a) Eastern Bank shall perform services related to the processing of payments directly for your benefit for each Contribution made by a Donor ( Contribution Services ). The Contribution Services shall include providing a printable confirmation receipt to each Donor acknowledging that the Donor s Contribution has been received within 24 hours after such Donor has made a Contribution. Eastern Bank s confirmation receipt shall not be considered sufficient for any tax reporting purpose, as such documentation will issue from the Nonprofit Partner. The Contribution Services shall also include issuing a username and password so that you can access the administrative portion of the Service and other back-office support for processing donation transactions. Eastern Bank shall charge you its actual direct costs ( Processing Costs ) in connection with the Contribution Services. (b) You agree that Eastern Bank may, on or after the first day of each calendar month, collect the Processing Costs accrued during the immediately preceding month directly from your checking account as specified in the Nonprofit Partner Enrollment Form. (c) Eastern Bank will, upon request, provide you with reasonable access to its records regarding Contributions made to you through the Service, including, if available, reports listing identity and payment information received by Eastern Bank from Donors during a specified period. Eastern Bank will cooperate with your efforts to resolve any discrepancies in these records. (d) You will honor any Donor s request, as communicated by Eastern Bank, to preserve the Donor s anonymity regarding any Contribution in accordance with Eastern Bank s privacy and security policies. Although Eastern Bank will convey a request for a Donor s anonymity to you, the responsibility for maintaining that anonymity resides solely with you as the recipient of the donation. Eastern Bank makes no guarantee, warranty or representation as to the continued anonymity of the Donor. 5. Tax Filings and Notifications If requested by a Donor, you shall provide a receipt to such Donor making a Contribution for the purposes of such Donor s federal income tax return preparation. 6. Use of the Service (a) Guidelines for Use. You shall not, and shall not permit others to, (1) provide any unauthorized third party with access to the Service by any means; (2) modify, reverse engineer, reverse assemble or decompile the Service; (3) engage in any illegal, manipulative or misleading activity through the use of the Service; (4) introduce into the Service any code

5 intended to disrupt the Service; (5) alter or delete any Content on the CommunityRoom.net website (other than your Organization Content) or interfere with the operation of the Service; (6) misrepresent your Organization Content on the CommunityRoom.net website or otherwise interfere with the operation of the Service; or (7) infringe any third party s patent, copyright, service mark, trademark, trade secret or other intellectual property right of any kind or any right of publicity or privacy. (b) Security. You shall maintain the confidentiality of the user names and passwords (the Security Codes ) by which you access the Service, and shall allow access to the Service only by authorized persons. You acknowledge and agree that (1) the confidentiality and security of the Security Codes are your responsibility; (2) you will take reasonable steps to protect the confidentiality and security of the Security Codes and of any proprietary information made available to you by Eastern Bank in connection with the Service; (3) you will notify Eastern Bank immediately if you have any reason to believe that the confidentiality and security of the Security Codes or any other confidential information has been breached or may have been breached. Upon such notification, Eastern Bank will take reasonable steps to mitigate the impact of such beach but shall not be liable for any losses resulting from such breach. Any use of your assigned user names or passwords shall be deemed to be authorized access. You shall not permit any use of the Service that would damage, interfere with or unreasonably overload the Service. (c) Discontinuation or Suspension of Use. Eastern Bank may in its sole discretion, at any time and without prior notice, (1) discontinue transmitting all or any part of the Service; (2) limit the amount of computer resources you may utilize through the Service; (3) change, discontinue or limit access to any functionality of the Service; and (4) suspend or terminate your use of or access to the Service. (d) Policies. You shall comply with the Policies, which Policies are hereby incorporated in this Agreement. Eastern Bank may modify the Policies upon notice to you. You agree to remain familiar with these Policies and as they may be updated and modified in the future. Your continued use of the Service shall constitute your agreement with, acceptance of, and compliance with such Policies and their modifications. You shall promptly report to Eastern Bank any actual or suspected violation of the Policies by any user. 7. Term and Termination. (a) The term of this Agreement shall commence as of the effective date. Either party may terminate this Agreement upon providing 30 days prior written notice to the non-terminating party. (b) Upon any termination of this Agreement, your right to use and access the Service shall terminate and Sections 7, 8 and 9 shall survive in accordance with their terms. Subject to the limitations set forth in this Agreement, termination shall not prejudice either party s remedies at law or in equity. 8. Certain Disclaimers; Limits; Indemnification (a) Disclaimer of Warranties. THE SERVICE AND ANY OTHER SERVICES RELATED THERETO ARE PROVIDED ON AN AS IS BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EASTERN BANK MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, GUARANTEES OR REPRESENTATIONS TO ANY PARTY, EXPRESS OR IMPLIED, IN LAW OR IN FACT, OF ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO COMMUNITYROOM.NET, THE SERVICES OR ANY OTHER SERVICES RELATED THERETO. EASTERN BANK SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE

6 OPERATION OF THE SERVICES OR COMMUNITYROOM.NET WILL BE UNINTERRUPTED OR ERROR FREE. (b) Exclusion of Certain Damages. Eastern Bank shall not have any liability or obligation in connection with (i) screening any users of the Service; (ii) acts or omissions of any users of the Service; (iii) Content by or of any party other than Eastern Bank or any use thereof; (iv) the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over or obtained using the Internet; or (vi) any failure to perform any obligation hereunder, or from any delay in the performance thereof, due to causes beyond its reasonable control, including the elements, acts of God, labor disputes, acts of terrorism, acts of civil or military authority, fires, floods, epidemics, quarantine restrictions, failure or erratic behavior of telecommunications or power system, sabotage, armed hostilities and riots. You shall have no recourse against any entity that controls, or is controlled by or under common control with, Eastern Bank, or against Eastern Bank s Personnel. (c) Limitation of Liability. (i) IN NO EVENT SHALL EASTERN BANK BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, LOSSES OR INJURIES (INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF POTENTIAL OR ACTUAL CONTRIBUTIONS, LOSS OF USE, LOSS OF DATA OR COST OF COVER), REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SERVICE OR THE FAILURE BY EASTERN BANK OR ITS SERVICE PROVIDERS TO PROPERLY PROCESS AND COMPLETE TRANSACTIONS THEREUNDER, EVEN IF EASTERN BANK OR THE BANK S SERVICE PROVIDERS HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR INJURIES (ii) EASTERN BANK S LIABILITIES UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM EASTERN BANK S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH, WITH DIRECT DAMAGES NOT TO EXCEED TEN DOLLARS. (d) Indemnification. You agree to indemnify and hold harmless Eastern Bank from and against any claim, loss, damage, penalty or cost (including, without limitation, reasonable attorneys fee) in connection with any and all matters arising from or related to the Services, including but not limited to (i) Eastern Bank s publication and use of the Organization Content, (ii) any misrepresentation or breach of any warranty, covenant or undertaking by you as set forth in this Agreement (iii) any claim by a third party that is based on your use of the Service in violation of this Agreement. or (iv) any claim from a third party in regard to the Service that is based upon any matter that you control. 9. General (a) Governing Law. The validity, construction and interpretation of this Agreement, and the rights and duties of the parties, will be governed by and construed in accordance with the state laws of the Commonwealth of Massachusetts, excluding any provisions thereof that would result in the laws of any other jurisdiction applying hereto. Any dispute in connection with this Agreement shall be referred exclusively to the federal or state court in Suffolk County, Massachusetts. Each party hereby irrevocably consents to the jurisdiction of such courts and waives any objection which it might have with respect thereto. (b) Notices. Any notice by a party under this Agreement shall be in writing and either personally delivered, delivered by facsimile or Internet , or sent via reputable overnight courier or certified mail, postage prepaid and return receipt requested. Notices shall be sent to

7 you at the address specified in the Nonprofit Partner Enrollment Form and to Eastern Bank at 195 Market Street, Attn: Communityroom.net, EP5-02, Lynn Massachusetts , or any other address of which either party may from time to time notify the other in accordance with this Section 11(b). All notices shall be deemed effective on the date of personal delivery, upon confirmation of a facsimile or transmission, one day after deposit with an overnight courier, or five days after deposit in the mail. (c) Relationship of Parties. Each party is and shall remain an independent contractor with respect to all performance under this Agreement, and this Agreement shall not constitute either party as an employee, agent, partner or joint venturer of the other party. In providing access to and use of the Service, Eastern Bank shall not be deemed to be a direct or indirect purchasing agent, contractor or other agent, or a representative in any capacity, of you or any other user of the Service. (d) Amendments; No Waiver. No amendment or waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties. Notwithstanding the generality of the foregoing, Eastern Bank retains the right to amend its Policies in its sole discretion upon notice to you and any amendments thereto are incorporated herein by reference and made a part hereof. The waiver by either party of a breach or default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach or default of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party. (e) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

8 EXHIBIT A [Attach your 501(c)(3) Letter of Determination]