Revised December 1, 2016
IMPORTANT, PLEASE READ THESE BUSINESS AFFILIATE TERMS OF SERVICE CAREFULLY.
Causely, (“Causely,” “we,” “our” or “us”), permits eligible companies that have completed our online registration to access and use Causely’s products and services available through websites under the control of Causely (the “Websites”) to market and promote their products and services to customers and to build customer loyalty by making contributions that Causely will direct to charitable and humanitarian organizations (the “Business Affiliate Service,”), conditioned on acceptance of these Business Affiliate Terms of Service (“Terms of Service”).
IMPORTANT NOTE TO CERTAIN USERS: If you were a registered Business Affiliate before January 1, 2015, your rights and obligations will be governed by the Terms of Service Last Updated March, 2013 (the “Prior Agreement”) until January 31, 2015. At that time, the Prior Agreement will be amended and restated in its entirety according to the terms of these Terms of Service, and your continued use of the Business Affiliate Service will constitute your acceptance of these terms.
These Terms of Service constitute a legal agreement between Causely, the eligible corporation, limited liability company or other entity that elects to participate in the Business Affiliate Service (a “Business Affiliate,” “you” or “your”) and each employee or representative of Business Affiliate who is designated as an administrative user and who is issued an administrative user name and password (an “Administrative User”). Business Affiliate is solely responsible for the acts and omissions of its Administrative Users and of any individual using the user name and password of its Administrative Users. As used herein, the terms “you,” “your” and words of similar import mean both Business Affiliate in its legal capacity and the Administrative User in his or her individual capacity.
If you are eligible to be a Business Affiliate or Administrative User and desire to obtain a license to access and use the Business Affiliate Service, you will be required to demonstrate your agreement to these Terms of Service by reviewing these Terms of Service and by indicating your acceptance as part of the registration process. By indicating your acceptance, you acknowledge that you have read, understand and agree to be bound by these Terms of Service. If you do not agree to be bound, you should not check the “I Agree” box, and you will not be provided access to the Business Affiliate Service.
These Terms of Service include a disclaimer of warranties, exclusive remedies and a disclaimer of liability, as well as indemnification by you, in Sections 14, 15, 16, 17 and 18. If you terminate your Business Affiliate Service within twelve (12) months, you may be subject to an Early Cancellation Fee, as further described in Section 7. Please review those sections (and all other terms) carefully.
NOTE THAT, Causely may make changes to the Business Affiliate Service or these Terms of Service at any time. We encourage you to review our Websites and these Terms of Service regularly for any such changes. Your continued access to or use of the Business Affiliate Service shall be deemed your acceptance of these changes and the reasonableness of these standards for notice.
The Business Affiliate Service is limited to corporations, limited liability companies and other legal entities organized under the laws of a State in the USA (unless we approve otherwise), and the employees and authorized representatives designated as administrative users by such legal entities. A legal entity becomes a Business Affiliate when an individual authorized by such legal entity enters into these Terms of Service. Each Business Affiliate has the authority to designate certain employees and authorized representatives to access and use the Business Affiliate Service as permitted herein as Administrative Users.
If you are eligible to become a Business Affiliate, your authorized representatives must set up a Business Affiliate account by completing the registration process prior to first using the Business Affiliate Service, and each of your Administrative Users must agree to these Terms of Service. You represent and warrant that the person establishing the account for Business Affiliate is authorized to bind Business Affiliate to these Terms of Service and that each Administrative User acting on behalf of Business Affiliate is authorized to enter into, and has agreed to be bound by, these Terms of Service on Business Affiliate’s behalf. As part of the registration process, you must provide Causely with complete and accurate information for Business Affiliate and for each Administrative User, as prompted by the applicable registration form, including a valid email address. Each individual Administrative User will also choose a password and a user name. You agree that all information supplied by you in establishing your account(s) is accurate and complete, that you will maintain and promptly update the information, and that you consent to the storage of your information and content in the Business Affiliate Service. If Causely has reasonable grounds to suspect that your information is inaccurate or incomplete, Causely may suspend or terminate your account(s), disable your password and refuse any and all current and future use of the Business Affiliate Service, without prior notice.
Certain businesses are not eligible to be Business Affiliates and are not permitted to participate in the Business Affiliate Service (“Prohibited Businesses”). Prohibited Businesses include but are not limited to businesses that derive a significant portion of their revenue or profits from pornography or other adult-oriented businesses (including escort services), that are involved in illegal activities, that are listed on any U.S. government watchlist or that Causely determines in its sole discretion are not compatible with the mission and standards of Causely. If your business is Prohibited Business, you will not be permitted to complete the registration process, and you will not be permitted to become a Business Affiliate. Causely may, from time to time and in its sole discretion, determine that a previously accepted Business Affiliate has become a Prohibited Business or that a category of businesses in which a Business Affiliate derives a substantial portion of its business is a Prohibited Business. If Causely makes such a determination, you will be notified, your access to the Business Affiliate Service will be terminated and you will cease to be a Business Affiliate. Any Prohibited Business that provides false or misleading information during the registration process in order to become a Business Affiliate or that fails to update its account profile promptly if the scope of its business materially changes shall be deemed to be in material breach of these Terms of Service. Causely reserves all rights and remedies available to Causely for such breach.
Certain businesses that are eligible to become Business Affiliates may be subject to restrictions in their use of the Business Affiliate Service (“Restricted Businesses”) because of restrictions required by the charitable and humanitarian organizations that partner with Causely. If you are a Business Affiliate that is a Restricted Business, you will be notified during the registration process of any limitations that are imposed on your use of the Business Affiliate Service. Causely may, from time to time and in its sole discretion, determine that a Business Affiliate that was not subject to any restriction has become a Restricted Business. If Causely makes such a determination, you will be notified and your access to the Business Affiliate Service will be subject to restrictions that will be made available to you from time to time. If your business is a Restricted Business, you agree to strictly adhere to all restrictions imposed by Causely.
When you have completed the registration process, Business Affiliate and the applicable Administrative User will be authorized to use the Business Affiliate Service until termination. Business Affiliate and Administrative Users are entirely responsible for maintaining the confidentiality of user names and passwords. You agree to immediately notify Causely of any known or suspected unauthorized use of your passwords, user names or accounts or any other breach of security. To the maximum extent permitted by applicable law, Causely will not be liable for any loss that you may incur as a result of someone else using your passwords, user names or accounts, either with or without your knowledge, or for any inaccuracies or omissions in your data. However, you could be held liable for losses incurred by Causely or a third party due to someone else using your account, user name or password.
If you have agreed to these Terms of Service and your rights have not been terminated, Causely will provide you access to the Business Affiliate Service. You agree to access and use the Business Affiliate Service, to the extent permitted by the functionality of the Websites, solely for the purposes of (a) promoting your business through cause-oriented marketing campaigns offered as part of the Business Affiliate Service, (b) selecting the features, plans, and other elective aspects of the Business Affiliate Service, (c) accessing Causely’s tools, interfaces, templates, designs, rules, guidelines and other content incorporated into the Business Affiliate Service (“Causely Content”), (d)setting your marketing parameters (see the “Marketing Parameters” paragraph in Section 9 below), (d)managing and tracking your results and reports and (e) tracking your account, including amounts due to Causely, and making payments. Subject to the terms set forth herein, at your option, you may create a connection between your website (the “Business Affiliate Website”), your Facebook account(s) and other social media account(s) (the “Business Affiliate Social Media Accounts”), and Causely’s Business Affiliate Service through the Causely Plug-ins (as further described in Section 6), and you may download, assemble, copy and print the marketing materials and related materials provided by Causely through the Business Affiliate Service (the “Causely Marketing Materials”) for the purpose of marketing your participation in the Business Affiliate Service. You must retain all copyright, trademark and/or other proprietary notices that are on downloads and print copies of the Causely Marketing Materials available through the Business Affiliate Service. You are solely responsible for your use of such marketing materials. You understand that your access rights are personal, nonexclusive and nontransferable, that your rights may be terminated by Causely if you do not abide by these Terms of Service and that you may have liability to Causely and third parties if you misuse the Business Affiliate Service.
Causely offers a variety of services designed to allow Business Affiliates to engage their customers and other stakeholders and build loyalty. Causely’s current services include the following:
Causely may terminate, suspend or modify its existing services from time to time, after providing reasonable notice to Business Affiliates using such services (which notice may be delivered through the functionality of these Websites or by email). If you are dissatisfied with any modified service, your sole and exclusive remedy is to terminate the service or this agreement as provided herein. Causely may also add new services from time to time, with or without notice, which you purchase separately. Unless expressly provided otherwise, new services require the payment of additional fees.
Business Affiliate Dashboard
Causely will make available to you, for download or through an Internet portal, an online dashboard (“Affiliate Dashboard”) that will provide you with information concerning your use, and the results generated by your use, of the Business Affiliate Service.
Physical Goods Fulfillment
Causely will ship Business Affiliate any physical goods, including Causely Hardware (as defined below), print material, posters, postcards, decals, display accessories or other promotional material (“Physical Goods”) ordered by Business Affiliate in a reasonable timeframe. Title to and risk of loss for Physical Goods shall pass to Business Affiliate when Causely delivers such Physical Goods to a common carrier. Causely is not responsible for purchasing insurance for Physical Goods.
Social Media Account
Using the Affiliate Dashboard, you will be permitted to connect the social media account(s) that you wish to connect to the Business Affiliate Service for purposes of promoting your business through cause-oriented social media marketing campaigns. You are solely responsible for the maintenance and configuration of your social media accounts, and you are solely responsible for complying with all applicable rules imposed by the operators of the social media accounts. You represent and warrant that you have obtained or will obtain all necessary consents and licenses from your personnel, customers and other third parties so that Causely may provide the services contemplated under these Terms of Service.
Your service may include devices that permit you to display digital signage (“Causely Hardware”) for use in connection with the Business Affiliate Service. Causely Hardware is understood to be a Physical Good, subject to the terms of these Terms of Service, and title to and risk of loss for such Physical Goods shall pass to Business Affiliate when Causely delivers such Physical Goods to a common carrier.Causely is not responsible for purchasing insurance for such Physical Goods.
If you purchase Causely Hardware as part of your service, you will be responsible for providing and maintaining internet connectivity at the place(s) of business where the Causely Hardware is intended to be used. You are responsible for the final configuration, installation, and safekeeping of Causely Hardware. You acknowledge that the maintenance of any Causely Hardware you purchase is solely your responsibility.
Business Affiliate agrees to use Causely Hardware and other Physical Goods solely in conjunction with the Business Affiliate Service and for no other purpose, provided that Causely Hardware may be used for other purposes after all Causely Content has been removed from such Causely Hardware following termination or discontinuation of your use of the Business Affiliate Service. You agree not to alter, or attempt to alter, Causely Hardware or in any manner until you have terminated or discontinued your use of the Business Affiliate Service and you have removed all Causely Content.
Limited Warranty on Causely Hardware
Causely warrants to you that, for a period of thirty (30) days from the date on which any Causely Hardware is delivered to you (the “Warranty Period”), Causely Hardware will be free from material defects. This warranty does not cover any malfunction caused by abuse, misuse or improper care, by disassembling the product, or by failure to follow the printed instructions. If you believe your Causely Hardware is defective, you must notify Causely at support@Causely.com during the Warranty Period and, if requested by Causely, deliver the Causely Hardware to Causely, at Causely’s expense. If properly notified, Causely will, at its option, repair or replace any Causely Hardware that Causely determines, in Causely’s reasonable discretion, has failed to meet the warranty standard. Your sole and exclusive remedy for any breach of the foregoing warranty is repair or replacement of the defective Causely Hardware as provided in these Terms of Service. Warranties implied by state law are limited in duration to thirty (30) days from the date on which the Causely Hardware is delivered to you. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
You will make your customers aware of your participation in the Business Affiliate Service and encourage them to engage in the program(s) in which you have elected to participate in selecting your marketing parameters.
The following terms when capitalized have the meanings set forth below:
“Business Affiliate Technology” means the Business Affiliate Website, Business Affiliate’s social media accounts, and all software technology incorporated therein, other than the Causely Technology.
“Customer Action” means an action taken by a Business Affiliate’s customer, end user, or other visitor using Business Affiliate’s Technology, which has been designated by Business Affiliate in setting its marketing parameters as an action that will result in the assessment of Activity Fees and the purchase of Social Goods by Business Affiliate.
“Causely Software” means the Causely Tracking Code, Causely Plug-ins, Affiliate Dashboard and other software or tools made available to Business Affiliate through the Business Affiliate Service.
“Causely Technology” means the Business Affiliate Service, the Websites, the Causely Software, the Causely Hardware, and any other Causely software technology that is incorporated into or made available through any of the foregoing, and all modifications and improvements thereto.
Subject to the terms and conditions of this Agreement, Causely hereby grants to Business Affiliate a revocable, limited, nonexclusive, nontransferable, non-sublicensable, royalty-free license to install and use the Causely Software solely to access the Business Affiliate Service for remote communication between the Business Affiliate Technology and Causely Technology or, if applicable, third-party software, including without limitation remote communication that allows for the display Causely Content to Business Affiliate’s customers, end users or visitors. The foregoing license does not include the right to use any Causely Technology made available through the Websites in any manner except as expressly permitted by the functionality of the Websites. All rights not granted by Causely herein are reserved to Causely.
You agree to pay all fees incurred in your use of the Business Affiliate Service (the “Fees”) when due. The initial Fees for Causely’s Business Affiliate Service are presented during the registration process for your Business Affiliate Service. After registration, the Fees are described in the Affiliate Dashboard. The Fees may vary based on the specific components of the Business Affiliate Service in which you have elected to participate; services then available and the applicable Fees will be made available to you through your Business Affiliate Dashboard or as part of your registration process. At the time you register to become a Business Affiliate, you will be required to provide credit card information or make arrangements to pay your invoice by check. At the end of each month, an invoice will be made available through the billing and invoice section of your Business Affiliate Dashboard. Unless different payment terms are provided in this Section 7, Fees are due at the end of each month and are typically processed within five (5) business days thereafter.
IMPORTANT: CAUSELY BUSINESS AFFILIATE SERVICES ARE BILLED IN ARREARS. THIS MEANS THAT INVOICES MAY REFLECT ACTIVITY AND FEES FROM A PRIOR TIME PERIOD, TYPICALLY ONE MONTH PRIOR.
YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL. YOU ARE RESPONSIBLE FOR THE FULL SUBSCRIPTION FEE IN THE MONTHLY BILLING CYCLE IN WHICH YOU CANCEL. FOR EXAMPLE, BUSINESS AFFILIATE SERVICES CANCELED AS OF OCTOBER 25TH WOULD BE RESPONSIBLE FOR ACCOUNT ACTIVITY THROUGH OCTOBER 31ST AND WOULD BE BILLED IN NOVEMBER FOR SERVICE PROVIDED IN THE MONTH OF OCTOBER.
Fees may include any of the following:
Content & Subscription Fees
Causely may charge its Business Affiliates recurring fees (“Content & Subscription Fees”) that are required for continued use of the Business Affiliate Service.
Causely may charge its Business Affiliates fees based on the Business Affiliate’s use of the Business Affiliate Service, and fees based on Customer Actions (“Activity Fees”). Examples of Customer Actions are Facebook “shares,” “likes,” “check-ins,” “referrals,” “clicks,” "tags," and similar actions on Facebook or Instagram or other social media sites; as well as other actions that take place outside of social networks, such as email subscriptions, participation in surveys, and similar actions. Activity Fees cover the cost of Social Goods as set forth in Section 9 below.
Causely may sell Physical Goods for use in conjunction with the Business Affiliate Service. The cost of the promotional kit and any other required Physical Goods will be made available at the time of purchase. If you purchase Physical Goods, you will typically be billed at the time of shipment, and Causely will charge the cost of such goods to your credit card within five (5) business days after shipment, provided that Causely reserves the right to require payment at the time of purchase.
Changes to Fees
Causely reserves the right to modify the Fees at any time and will provide you with a minimum of thirty (30) days’ notice should this occur. If you do not agree to any Fee changes, you may cancel your participation in the Business Affiliate Service (and your use of the Business Affiliate Service) by contacting Causely. You will be responsible for payment of any prorated Fees that have been accrued.
You will be responsible for any sales, use, value-added, or import/customs duties assessed in accordance with applicable law in respect to the provisions of the Business Affiliate Service.
Month to month subscriptions may be canceled by contacting our support team and completing a brief cancellation form. Your cancellation will become effective on the last day of that month’s billing cycle, and you are responsible for all charges incurred until then.
Prepaid subscriptions may not be cancelled during the prepaid period and are not entitled to receive a refund of any fees paid.
Physical goods such as Causely Hardware (digital display) paid for in conjunction with the Business Affiliate Service are yours to keep. However, we will recycle these items for you free of charge. To do so, follow these steps:
Credit Card Authorization
By providing your credit card information to Causely, you agree that Causely is authorized to charge your credit card for all Fees payable under these Terms of Service. A third party may process your credit card transactions, and you hereby authorize Causely and its representatives to process such transactions on your behalf. Your access to the Business Affiliate Service may be interrupted if your account balance reaches ten (10) days past due. Accounts that are not collectable by Causely may be turned over to an outside collection agency for collection. You agree to reimburse Causely for all costs of collecting past due amounts.
You agree not to terminate your authorization for debits to your account until all fees and charges payable under these Terms of Service have been paid in full. All fees and charges payable hereunder shall remain enforceable obligations of Business Affiliate regardless of whether you terminate your debit authorization prior to collection in full by Causely, an authorized credit card debit fails or is rejected, or you challenge or seek to reverse any charge authorized under these Terms of Service.
You may access and use the Business Affiliate Service as part of a marketing or loyalty campaign to make contributions directed to charitable programs (“Programs”) managed by Section 501(c)(3) charitable and humanitarian organizations (“Charities”) that participate in our technology platform. Subject to the terms and conditions of these Terms of Service and as permitted by the functionality of the Business Affiliate Service, you may download, create and display Causely Marketing Materials to promote Business Affiliate as a participant in the Business Affiliate Service and indicate that specific actions by Business Affiliate’s customers will generate financial support for a particular Program or Charity.
“Social Good” and Contributions to Programs and Charities
When a Business Affiliate’s customer takes a Customer Action, Causely will record the action and will record Business Affiliate’s purchase of a “Social Good.” A “Social Good” is (i)an obligation on the part of Causely to make a payment to a Section 501(c)(3) charitable, non-profit fundraising portal (a “Charitable Portal”) in an amount determined at the sole discretion of Causely that is consistent with the information provided by Causely regarding the applicable campaign and (ii) an obligation of Business Affiliate to pay Causely an Activity Fee that covers that cost of the Social Good. Causely agrees to make the required payments on a regular basis to the Charitable Portal, which in turn agrees to distribute the funds to Section 501(c)(3) charitable and humanitarian organizations, including the Charities. In most cases, the funds transferred by Causely in support of Programs will be directed to the Program and Charity selected by Causely. As required by the Internal Revenue Service (“IRS”), however, the Charitable Portal receiving Causely’s funds has exclusive legal control over funds received through the support of Programs and has the right to direct those funds to different Section 501(c)(3) charitable and humanitarian organizations. If in the unlikely event that a Program or Charity does not meet the criteria for receiving donations (i.e. it cannot or does not accept donations, it is not recognized by the IRS as a qualified public charity, or it is not in good standing with federal and state regulators), the Charitable Portal will select an alternate Section 501(c)(3) charity with a similar purpose to receive these funds. As of the last update date of these Terms of Service the Charitable Portal used by Causely is Network for Good. Causely may change its Charitable Portal from time to time or use additional Charitable Portals. If Causely makes any such change, Causely will use reasonable efforts to notify Business Affiliate. Causely reserves the right to make contributions received from Business Affiliate’s Activity Fees directly to Charities.
If you have properly installed the Causely Tracking Code and such functionality is available, Causely will track the Customer Actions that result in Activity Fees and the subsequent payment by Causely for a Social Good. Not all actions tracked by Business Affiliate can be tracked automatically through the Causely Tracking Code. If you have not integrated with the Causely Tracking Code or if you wish to issue Social Goods for actions that are not tracked by Causely electronically through Causely Technology, you may still issue Social Goods and participate in the Business Affiliate Service; you may, however, be required to manually provide Causely with the number of Customer Actions that have occurred. If you use a manual submission method, you represent and warrant that you have put in place reasonable methods to ensure that all eligible Customer Actions are accurately recorded and that the number of Customer Actions you provide to Causely through your Business Affiliate account is true. If you provide materially false information regarding the number of Customer Actions taken and the actual number of Customer Actions is greater than the number you provided to Causely, Causely may, without limiting its rights and remedies, terminate this agreement and require that you pay Causely for the Activity Fees that should have been incurred. In no event will Causely be required to give any refund if Business Affiliate has overstated the number of Customer Actions taken in its manual entries.
About the Programs and Charities
Causely has a reasonable basis to believe that the Programs and Charities listed through the Business Affiliate Service are qualified Section 501(c)(3) nonprofit organizations that provide the services described in the Business Affiliate Service. However, Causely makes no warranty regarding the quality, qualification or effectiveness of Charities or Programs, and Causely undertakes no obligation to investigate Charities or Programs. Causely may, in its sole discretion, add or remove Charities or Programs from the Business Affiliate Service.
Reliance on Social Networking Sites
In some cases, calculations for payments due by Business Affiliate hereunder will be based on data generated by third parties, including third-party social networking websites. Business Affiliate agrees that Causely has the right to rely on such calculations without any obligation to conduct any independent investigation, and Business Affiliate agrees to be bound by the calculation provided by the third party unless otherwise agreed by the parties in writing. In order to access data generated by third parties, Causely may require you to provide additional information regarding your social networking account. If you wish to use the Causely Software for such calculations, you may be required to provide such information. You are solely responsible for providing the correct information requested regarding your social media accounts. You should review your account information and reports often to confirm that your information is correct.
Business Affiliate is solely responsible for complying with all laws applicable to its use of the Business Affiliate Service, including all applicable privacy laws. Business Affiliate agrees to obtain from its personnel Business Affiliate agrees that it shall not make any statement in connection with its use of the Business Affiliate Service that is false or misleading. Business Affiliate is solely responsible for complying with all applicable terms and conditions imposed by third-party social networking sites used in connection with the Business Affiliate Service.
Reporting Fraudulent Transactions
If you believe someone has fraudulently taken actions intending to generate Activity Fees under your account, you must notify Causely immediately at support@Causelystudios.com. If Causely determines that transactions charged to your account are fraudulent, such charges will be reversed.
Business Affiliate Content
If permitted by the functionality of the Websites and subject to Section 10, you may upload content, logos and designs relating to your business and incorporate such content (“Business Affiliate Content”) into the Causely Marketing Materials. You hereby grant us and others, including third parties, a right and license to use, copy, host, display modify and create derivative works of all Business Affiliate Content you upload into the Business Affiliate Service for the purposes of making the Business Affiliate Service available, for the performance of our obligations under these Terms of Service and for Causely’s marketing purposes (as described in Section 22 below). You represent and warrant (a) that you have all necessary rights and licenses to grant the rights granted herein and for us and our vendors to use and display all Business Affiliate Content as contemplated herein, (b) that the Business Affiliate Content does not infringe upon, violate or misappropriate the intellectual property rights of any third parties, (c) that the Business Affiliate Content is not libelous, defamatory, offensive, insulting, derogatory or likely to bring Causely, Network for Good or Charities into disrepute, and (d) that the Business Affiliate Content does not include any material or information that is subject to a third party’s right of privacy or that, if disclosed to third parties, would violate or breach any applicable law, rule or regulation. Without limiting the foregoing, you represent and warrant that the Business Affiliate Content you upload into the Business Affiliate Service will not include any Social Security numbers, personal health information or non-public financial information. As between you and Causely, you retain ownership of Business Affiliate Content, subject to the limited rights granted herein.
Protection of Business Affiliate Data
Protection of Customer Data
To the extent that Causely receives data owned by Business Affiliate’s customers (“Customer Data”), Causely will employ reasonable security measures to protect the integrity of Customer Data and to keep Customer Data secure from unauthorized access. Business Affiliate is responsible for the integrity and security of Customer Data in Business Affiliate’s systems.
Business Affiliate Right of Use
Subject to the terms and conditions set forth herein, Causely hereby grants to Business Affiliate a revocable, non-exclusive, non-sublicenseable and non-transferable license to display the trademarks owned by Causely and made available through the Business Affiliate Service (“Causely Trademarks”) and the trademarks of Charities licensed to Causely and made available through the Business Affiliate Service (“Charity Trademarks”), on Causely Marketing Materials during the term of this agreement solely for the purpose of promoting Business Affiliate’s business and Causely. All use of the Causely Trademarks and the Charity Trademarks (together, the “Licensed Trademarks”) must strictly comply with the guidelines published by Causely on the Websites, as amended from time to time by Causely in its sole discretion, (the “Use Guidelines”) and with Causely’s written instructions. Without prior approval, you may use and display the Licensed Trademarks on Causely Marketing Materials (a)in the physical premises at which Business Affiliate operates its business and that are located in the United States or, if outside the United States, in the jurisdiction(s) identified by Business Affiliate to Causely in writing, (b) on the Business Affiliate Website and (c) on Business Affiliate’s profile pages made available through Facebook and other social networking websites, so long as Business Affiliate has control of such accounts and it is reasonably apparent that the pages are under the control of Business Affiliate. With our prior written consent (which will not be unreasonably withheld), you may display the Causely Trademarks in banner advertising on third-party websites and other third-party media outlets with content and missions consistent with the cause-oriented marketing campaigns offered through the Business Affiliate Service.
Restrictions on Use
Business Affiliate may use the Licensed Trademarks only in connection with the promotion of Business Affiliate’s business and the Business Affiliate Service. Except as permitted by these Terms of Service or the Use Guidelines, Business Affiliate shall refrain from doing any of the following without the prior written consent of Causely:
Quality Guidelines; Marking
Business Affiliate shall operate its business in a manner consistent with the high values and reputation for quality associated with the Licensed Trademarks. Business Affiliate shall display the Licensed Trademarks only in such form and manner as provided by or otherwise specifically approved by Causely.
Ending a Campaign
If a campaign for a Program or Charity has ended, you must immediately remove any marketing materials that include or reference the Licensed Trademarks if such materials indicate or imply that Business Affiliate is continuing to support the work of a Charity or a Program.
Additional Licensed Trademarks; Removal.
Causely may remove Licensed Trademarks from the Business Affiliate Service or add new trademarks from time to time by updating the materials made available through the Business Affiliate Service. If any Licensed Trademark is removed from the Business Affiliate Service, Business Affiliate shall immediately cease use of such Licensed Trademark, which shall cease to be a Licensed Trademark. If any trademark is added to the Business Affiliate Service, the additional Licensed Trademark shall be deemed a Licensed Trademark for all purposes under this Agreement.
Ownership; Reservation of Rights.
Business Affiliate agrees that nothing herein shall give Business Affiliate any right, title or interest in the Licensed Trademarks or in any other of trademarks or property of Causely or its licensors, except the right to use the Licensed Trademarks in accordance with the terms of these Terms of Service. Business Affiliate further agrees that the Licensed Trademarks are the sole property of Causely and its licensors and any goodwill generated from any and all uses of the Licensed Trademarks shall inure to the benefit of Business Affiliate and its licensors. All rights not expressly granted to Business Affiliate are reserved to Causely.
Causely reserves all rights in the Business Affiliate Service not granted in these Terms of Service. Without limiting the foregoing, unless expressly permitted hereunder, by using the Business Affiliate Service you agree not to:
“Confidential Information” means information relating to the products, services or business affairs of Causely which is of a proprietary or confidential nature, whether communicated orally or in writing, including, but not limited to, pricing information, print product printing volumes, the Causely Technology, and Causely’s concepts, techniques, processes, designs, documentation, flow-charts, diagrams, instructions, computer programs, technical know-how, information and trade secrets disclosed by Causely to Business Affiliate and to Administrative Users under this Agreement (each, a “Recipient”) whether directly or through observation or examination of Causely’s facilities or procedures. Confidential Information shall also include any information of a confidential nature concerning Causely’s financial affairs or business and any information Causely has received from others which Causely is obligated to treat as confidential or proprietary.
No Unauthorized Disclosure/Use
The Recipient acknowledges that irreparable injury and damage will result from disclosure of the Confidential Information to unauthorized third parties or from utilization of the Confidential Information for purposes other than those connected with the business relationship of the parties hereto. The Recipient shall not, without the prior written consent of Causely, disclose any Confidential Information to any third party other than Business Affiliate’s employees and personnel who have a need to know and who are bound by obligations of confidentiality consistent with this Section 13. The Recipient shall not use the Confidential Information except to perform its obligations and exercise its rights under these Terms of Service. The Recipient shall not be in breach of this section if disclosure of Confidential Information is made pursuant to subpoena or other compulsory judicial process, the Recipient promptly notifies Causely of such subpoena or other compulsory process, and provides reasonable assistance at Causely’s request and expense so that Causely may seek a protective order or take such other action it deems necessary to protect its interests.
Protection of Confidential Information
The Recipient agrees to take all necessary security precautions to protect the Confidential Information from unauthorized disclosure, including, without limitation, restricting access thereto and protecting documents containing Confidential Information from theft and from the unauthorized duplication or discovery of their contents.
Return of Materials
At any time upon Causely’s request, the Recipient will promptly return to Causely all written material, in whatever form or media, containing or reflecting any Confidential Information of Causely and will not retain any copies, extracts, or other reproductions, in whole or in part, of such written material. All documents, memoranda, notes, and other writings whatsoever, in whatever form or media, (including all copies, extracts, or other reproductions) prepared by or on behalf of the Recipient that are based on the information contained in the Confidential Information of Causely will be destroyed, and such destruction will be certified in writing to Causely by the Recipient. The return of such material will not relieve the Recipient’s obligation of confidentiality or other obligations hereunder.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE BUSINESS AFFILIATE SERVICE AND ALL PRODUCTS ORDERED, INCLUDING Causely HARDWARE, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, AND Causely AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. YOUR USE OF THE BUSINESS AFFILIATE SERVICE IS SOLELY AT YOUR OWN RISK. FURTHERMORE, Causely AND ITS LICENSORS AND VENDORS DO NOT WARRANT THAT THE BUSINESS AFFILIATE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE BUSINESS AFFILIATE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE OR THAT THE USE OF THE BUSINESS AFFILIATE SERVICE WILL COMPLY WITH THE RULES OF ANY THIRD PARTY SOCIAL NETWORKING WEBSITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BUSINESS AFFILIATE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
Business Affiliate acknowledges that the Business Affiliate Service, as well as any third-party devices, services or social networks that are used in conjunction with the Business Affiliate Service, may be unavailable from time to time due to maintenance or other causes, and that Causely is not liable for any harm caused by availability or performance of any third-party services, devices, or social networks.
If you are dissatisfied with the Business Affiliate Service (including without limitation these Terms of Service), your sole and exclusive remedy is to discontinue using the Business Affiliate Service.
NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF SERVICE OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Causely AND ITS VENDORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST OR CORRUPTED DATA OR CONTENT, ANY ERRORS CAUSED BY THE TOOLS AVAILABLE THROUGH THE WEBSITE, ANY TERMINATION, SUSPENSION OR OTHER LOSS OF YOUR OR A THIRD PARTY’S SOCIAL NETWORKING ACCOUNT OR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF USE OF THE BUSINESS AFFILIATE SERVICE OR ANY SUBJECT MATTER OF THESE BUSINESS AFFILIATE TERMS OF SERVICE, EVEN IF Causely HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES UNDER ANY THEORY OF LIABILITY. IN NO EVENT WILL Causely HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE BUSINESS AFFILIATE SERVICE WHICH IN THE AGGREGATE IS MORE THAN THE AMOUNTS PAID BY BUSINESS AFFILIATE TO US THROUGH THE BUSINESS AFFILIATE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE ACT OR OMISSION GIVING RISE TO LIABILITY.
You agree to indemnify us, our licensors, vendors, insurers, agents and commercial partners and our respective officers, directors, employees and agents from and against any and all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorney’s fees, that arise from any content or data you post, transmit or link from on the Business Affiliate Service, your misuse of the Business Affiliate Service, including, but not limited to, your violation of these Terms of Service, your violation of applicable law or your violation of any rights of any third party.
Subject to applicable law, Causely reserves the right to terminate, suspend or deny, in its sole discretion, your access to all or any portion of the Business Affiliate Service, without prior notice, if (a) Business Affiliate breaches or threatens to breach these Terms of Service, (b) Business Affiliate fails to timely pay any Fees due, (c) an officer or executive of Business Affiliate informs us in writing that you are no longer authorized to use the Business Affiliate Service or (d) no activity occurs in your account or in the account of Business Affiliate for a period of ninety (90) days. In addition, either party may terminate any service or this agreement for convenience upon thirty (30) days’ prior written notice, provided that Causely may give such notice by email using the email address you provided to us in registration. You acknowledge and agree that Causely may immediately deactivate or delete your account and all related data and files in your account, bar any further access to such data, files and the Business Affiliate Service, and disable your password on termination of these Terms of Service. The following terms shall survive any termination of these Terms of Service: Sections 10 (“Restrictions on Use” and “Ownership; Reservation of Rights” only), 11, 12, 13, 16, 17, 18, 19, 20, 21, 22 and 23.
Causely controls the Business Affiliate Service from its offices within the United States, and your data is stored in servers managed by Causely in the United States. Causely makes no representation that the Business Affiliate Service is appropriate, may be downloaded, or is available for use outside the United States. Access to the Business Affiliate Service where the content or access or use of the Business Affiliate Service is illegal is prohibited. Those who choose to access and use the Business Affiliate Service from outside the United States do so on their own initiative, at their own risk, and are responsible for compliance with applicable local laws and U.S. export and other applicable laws.
The laws of the State of Delaware will govern these Terms of Service, without reference to its conflicts of law principles, except that the federal law of the United States shall apply to questions regarding the validity, infringement or enforceability of U.S. federal patent, copyright and trademark rights relating in any way to these Terms of Service, or the Business Affiliate Service. The parties expressly reject application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms of Service. English is the only language applicable to these Terms of Service. Unless your premises and business operations are located solely outside of the United States, you agree to submit to the exclusive jurisdiction of, and waive any venue objections and defenses of lack of personal jurisdiction against, the State and Federal courts located in Delaware, except that you acknowledge that any breach of Section 3, 11 or 13 cannot reasonably or adequately be compensated by damages in an action at law and that a breach or threatened breach of such provisions shall cause Causely irreparable injury and damage, and Causely shall be entitled, in addition to any other remedies it may have, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any actual or threatened breach in any court of competent jurisdiction. Process may be served on you in the manner authorized by applicable law or court rule.
If your premises and business operations are located solely outside of the United States, any dispute, controversy, or claim arising out of or relating to these Terms of Service or the Business Affiliate Service shall be settled by arbitration in accordance with the Arbitration Rules of the American Arbitration Association (the “Rules”). Such arbitration shall be conducted by a single arbitrator. The arbitration shall be held in New York, New York. The language to be used in the arbitral proceedings shall be English, and the English-language versions of all documents shall be controlling. Notwithstanding any contrary provisions in the Rules, each party shall bear its own costs and expenses of the arbitration and one-half (1/2) of the fees and costs for the arbitrator unless the arbitrator determines the fees and costs should be borne by one of the parties. The arbitrator may not award or assess punitive damages against any party.
Causely makes no representation that any amounts paid in connection with the Business Affiliate Service will be tax deductible to Business Affiliate, notwithstanding the charitable status of any Programs or Charities. Business Affiliate shall be solely responsible for determining the proper tax treatment for all payments made in connection with the Business Affiliate Service.
Business Affiliate agrees that Causely may list Business Affiliate as a business affiliate on the Websites, in marketing materials and at marketing events (like trade shows) and to display Business Affiliate’s logos on such lists, in such marketing materials and at such marketing events. Causely agrees to follow Business Affiliate’s reasonable instructions regarding the display of any Business Affiliate trademarks. With Business Affiliate’s written permission, Causely may prepare and publish case studies describing Business Affiliate’s experience with the Business Affiliate Service for Causely’s marketing purposes. Unless Business Affiliate agrees in writing, such case studies will not identify Business Affiliate by name.