IMPORTANT – READ CAREFULLY. This Member Agreement (“Agreement”) is a legal agreement between you (“Member”) and National Payment Card Association Corp.: (“NPCA”) National Payment Card Association (doing business as ZipLine) 4171 W. Hillsboro Blvd., Suite 5, Coconut Creek, FL 33073, for Member’s participation in NPCA’s Give the Change System. By registering and participating in the Give the Change System, Member agrees to be bound by the terms and conditions of this Agreement.
- The Give the Change System. NPCA has developed a system (the “Give the Change System”) which will allow Member to receive charitable contributions from donors through use of debit cards branded and issued to donors by Member (the “Give the Change Cards”). The payment processing services for the Give the Change Cards will be provided by a NPCA approved issuing processor (“Processor”) subject to the terms and conditions of a separate agreement between Member and Processor. Under the Give the Change System, Member will have access to the Give the Change System website, approved service providers, and management and marketing tools and assistance from NPCA. Member and NPCA agree to meet quarterly to review Member’s marketing and use of its Give the Change Cards and the Give the Change System.
- Registration. Member must register an account to access or use the Give the Change System website. Member must provide contact information, a valid email address and any other information reasonably required by NPCA. Member must take all reasonable security precautions to safeguard Member’s password, user ID and any other sensitive account information in connection with Member’s access to and use of the Give the Change website.
- Electronic Notices. Member agrees that NPCA can provide all disclosures and notices to Member electronically via the Give the Change System website and/or to the email address that Member provides to NPCA. In the event NPCA updates or modifies the terms of this Agreement and/or provides any notices or changes to the Give the Change System, NPCA will post such updates, modifications, notices, or changes, etc., to member.givethechangecard.com and will send Member an electronic notice of such changes. Member agrees that the most current version of this Agreement shall govern Member’s participation in the Give the Change System and Member is responsible for ensuring that Member is aware of the most current version of this Agreement.
- Member Responsibilities. In order to participate in the Give the Change System, Member agrees:
(a) to use a NPCA approved Processor for the Give the Change Cards;
(b) to purchase a sufficient amount of Give the Change Cards for its donors from NPCA approved providers of debit payment cards, such purchase to be a separate arrangement between Member and the approved provider;
(c) to develop and execute a marketing plan with NPCA to promote the issuance, signup and use of its Give the Change Cards by Member’s donors and potential donors;
(d) that the card art will feature the words “PIN Debit”, clearly visible in Helvetica font in an unobstructed corner of the Give the Change Cards;
(e) that the rear face of the Give the Change Cards will feature language and graphical assets specified by NPCA in order to ensure the usability and operation of the Give the Change Cards. Member will provide a link to Member’s website where the Give the Change Cards can be registered by donors. Member shall at all times maintain such link to enable the management of its Give the Change Cards;
(f) to integrate the Give the Change Card’s management features provided as part of the Give the Change System into Member’s website. Examples include and are not limited to web pages or markup language that enables requests for Give the Change Cards, Give the Change Card registration and account review;
(g) to fulfill requests for the Give the Change Cards either directly or through an approved provider of debit payment cards;
(h) to confirm reports of donations received via the Processor in order to validate the authenticity of receipts provided by the Processor to donors for tax deduction purposes; and
(i) to pay for any and all related costs under Member’s separate agreement with the Processor or any other approved service provider, including but not limited to donor identity checks and commissioning of branded Give the Change Card management web page.
- Donation Amounts. Member may, if using commercially reasonable efforts to promote and issue its Give the Change Cards, receive up to 75% of its donors’ donations from other Member cards similar in nature to the Give the Change Cards. Member may receive donations from other Give the Change System members, provided Member does not issue and/or promote any cards competitive with or similar in nature to Give the Change Cards. Member agrees that donors may opt to donate up to 75% of the change from their transactions to other Give the Change System members.
- Trademark License. Subject to the terms and conditions of this Agreement, each party grants to the other party a nonexclusive, nontransferable, royalty-free right to use such party’s logos and other trademarks (collectively “Marks”) and in Member’s case, its card art as described below, to promote the Give the Change System and Give the Change Cards. Each party shall use the other party’s respective Marks in accordance with the usage guidelines or other policies which each party may provide to the other party from time to time. NPCA’s guidelines and/or policies for its Marks are at member.givethechangecard.com and may be updated by NPCA from time to time. Each party shall not adopt any trademarks which are confusingly similar to the other party’s Marks. Each party acknowledges that the other party owns its respective Marks, and all use of the Marks by each respective party shall inure solely to the benefit of the owner of such trademarks.In conjunction with the above license rights and use guidelines for NPCA’ s Marks, Member’s Give the Change Card will feature the Give the Change trademark and logo in a corner of Member’s Give the Change Cards. Member’s Give the Change Cards will also feature card art that Member selects which includes graphical content printed on the front and back of Member’s Give the Change Cards. Member will provide to NPCA the card art that Member intends to use for its Give the Change Cards prior to any use of such card art. NPCA shall have the right to reject such card art if NPCA, in its reasonable discretion, deems the card art unacceptable for any reason. Even if NPCA does not reject Member’s proposed card art, Member shall, in all events, be solely responsible for such card art. The use of any card art on Member’s Give the Change Cards does not constitute or imply an endorsement, recommendation, advice, opinion or comment by NPCA, nor is it an assurance of legality, quality or safety by NPCA.In the event that Member is co-branding its Give the Change Cards with another non-profit entity, Member warrants that Member has the right to use such entity’s logo or other trademarks for the purposes of co-branding hereunder.
- Ownership of Intellectual Property. NPCA or its licensors shall retain all ownership right, title to and/or interest in any and all intellectual property and other proprietary and property rights in the Give the Change System, including but not limited to, all equipment, products, software, programs, services, documentation, work papers, materials, tools, devices, processes, methodologies and know how disclosed, utilized or provided by NPCA in connection with the Give the Change System (collectively “NPCA Property”). The NPCA Property is for Member’s use only and Member may not distribute, transmit, display, provide or disclose, in whole or in part, any NPCA Property to any other party.
- Confidential Information. Both parties may, in connection with this Agreement, disclose to the other party information considered confidential or proprietary information of the disclosing party (“Confidential Information”). Information shall be considered Confidential Information if marked confidential or proprietary, identified as confidential in nature by the disclosing party at the time of disclosure, or which by its nature is normally considered confidential or provides the disclosing party with a competitive advantage. Confidential Information includes, and is not limited to, NPCA Property and the specific terms and conditions of this Agreement. The receiving party shall protect the disclosing party’s Confidential Information with the same degree of care that it regularly uses to protect its own Confidential Information from unauthorized use or disclosure, but in no event less than a reasonable degree of care. No rights or licenses under patents, trademarks or copyrights are granted or implied by any disclosure of Confidential Information by the disclosing party. The obligations of confidentiality hereunder shall survive the termination of this Agreement for a period of five (5) years.The obligations of confidentiality under this Agreement shall not apply to any Confidential Information that: (a) is rightfully received from a third party without disclosure restrictions; (b) is or becomes publicly available through no wrongful act of the receiving party; (c) is already known to the receiving party as evidenced by documentation bearing a date prior to the date of disclosure; or (d) is independently developed by employees of the receiving party who have not had access to such Confidential Information. The receiving party may also disclose Confidential Information to the extent required by applicable federal, state or local law, regulation, court order, or other legal process, provided the receiving party has given the disclosing party prior written notice of such required disclosure, unless prohibited by law or regulation, and, to the extent reasonably possible, has given the disclosing party an opportunity to contest such required disclosure at the disclosing party’s expense.
- WARRANTY. Both parties warrant that they have the right to enter into this Agreement and grant the rights and licenses made hereunder. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR FOR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OR TRADE, OR NONINFRINGEMENT. THE GIVE THE CHANGE SYSTEM, INCLUDING ALL NPCA PROPERTY THAT NPCA PROVIDES ACCESS TO UNDER THE GIVE THE CHANGE SYSTEM, ARE PROVIDED “AS IS” AND NPCA DOES NOT REPRESENT OR WARRANT THAT THE GIVE THE CHANGE SYSTEM AND/OR NPCA PROPERTY WILL ACHIEVE ANY SPECIFIC RESULT OR REQUIREMENT FOR MEMBER, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION, OR BE ERROR FREE IN OPERATION. NPCA DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR ANY THIRD PARTY MATERIALS OR SERVICES, INCLUDING ANY SERVICES PROVIDED TO MEMBER BY THE PROCESSOR. MEMBER’S SOLE AND EXCLUSIVE RIGHTS AND REMEDIES WITH RESPECT TO ANY THIRD PARTY MATERIALS OR SERVICES ARE AGAINST THE THIRD PARTY PROVIDER AND NOT AGAINST NPCA. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO MEMBER. MEMBER MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL NPCA BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, USE, PROFIT OR REVENUE, OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NPCA’s LIABILITY FOR ANY OTHER DAMAGES SHALL NOT EXCEED $1,000. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, HOWEVER CAUSED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR ANY OTHER BASIS. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO MEMBER.
- Prohibited Conduct. While using the Give the Change System, Member agrees not to:
(a) violate any laws, including any applicable United States and foreign government export laws;
(b) copy, modify, or distribute NPCA Property or other materials from the Give the Change System or the website;
(c) infringe any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(d) attempt to gain unauthorized access to the Give the Change System, the website or NPCA’ computers, or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality or security of the Give the Change System or the website;
(e) copy or reproduce the Give the Change System or the website to any other server or location for further reproduction or redistribution;
(f) use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Give the Change System or the website;
(g) present false information about NPCA, the Give the Change System or the website; and
(h) impersonate any person or entity, falsely state or otherwise misrepresent Member’s affiliation with any person or entity, or employ misleading email addresses or forged headers or other manipulated identifiers.
- Term and Termination. This Agreement shall have an initial term of two (2) years and will automatically renew for additional terms of one (1) year each. Either party may terminate this Agreement for convenience at any time after the initial term with three (3) months prior written notice to the other party. In the event of a breach of this Agreement, the non-breaching party may terminate this Agreement if the breaching party fails to cure such breach within thirty (30) days after written notice by the non-breaching party.
- Right to Restrict Services. NPCA reserves the right, with or without notice, to restrict, modify, suspend or terminate Member’s access to or use of the Give the Change System or the website if NPCA determines that Member’s use or the Give the Change System or the website: (i) presents a security risk or will interfere with the proper continued operation of the Give the Change System or the website; (ii) may violate applicable laws or governmental regulations; (iii) may violate or infringe any intellectual property right of any party; (iv) is subject to an order from a court or governmental entity stating that such use or certain activities must stop; or (v) violates any of the terms of this Agreement.
- Dispute Resolution. Both parties agree that they will endeavor to resolve any disputes arising from or related to this Agreement amicably through discussions with each other, and that prior to either party filing legal action against the other, (except for equitable actions that may be necessary to protect a party’s rights), they will enter into formal settlement discussions between management personnel of each party. In the alternative, the parties may choose to go through mediation to resolve such dispute. The discussions will commence following receipt of written notice by one party to the other and will conclude within a thirty (30) day period, unless the parties agree to a different time period. The purpose of this section is to prevent costly arbitration or litigation where early frank and pragmatic discussions between the parties could avert such arbitration or litigation.
- Publicity. Each party intends to make public announcements regarding Member’s participation in the Give the Change System and may issue a mutually approved joint press release announcing the relationship formed by this Agreement. Member agrees that NPCA may include Member’s name in a listings of members participating in the Give the Change System.
- Independent Contractors. NPCA and Member are independent contractors. Neither party is an employee, agent or representative of the other party. Neither party shall have any right, power, or authority to enter into any agreement for or on behalf of the other party, or to incur any obligation or liability or otherwise bind the other party. This Agreement does not create an association, joint venture or partnership between the parties nor imposes any partnership liability upon either party.
- Privacy and Information Disclosure. See NPCA’s Privacy Statement disclosures regarding Member’s participation in the Give the Change System at member.givethechangecard.com. Member’s continued access to and/or use of the Give the Change System signifies Member’s acknowledgment and agreement to NPCA’s Privacy Statement.
- Invalid Provision and Nonwaiver. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. The failure of NPCA to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
- Force Majeure. NPCA shall not be liable for any delay or failure to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of NPCA, including, but not limited to, labor disputes, strikes, other lab or industrial disturbances, acts of God, floods, lightning, shortages of materials, rationing, utility or communications failures, earthquakes, casualty, war, acts of the public enemy, riots, insurrections, embargoes, blockages, actions, restrictions, regulations or orders of any government, agency or subdivisions thereof.
- Assignment. NPCA shall have the right to assign its rights hereunder to a parent company or a surviving entity in connection with any merger, acquisition or consolidation.
- Governing Law. This Agreement shall be governed by the laws of the State of California, excluding that body of law known as conflicts of laws, and the United Nations Convention on Contracts for the International Sale of Goods.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Give the Change System and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect to the subject matter hereto.
- Contact Information. If Member has any questions about the Give the Change System or this Agreement, please send all questions to email@example.com.