Ziggby Charity Program Agreement

This Ziggby Charity Program Agreement is in addition to the Terms and Conditions, which are incorporated by reference, and is a legal agreement between you and Ziggby Group, LLC (“Ziggby”).  All terms not defined in this Ziggby Charity Program Agreement are as defined in the Ziggby Terms and Conditions.

This Ziggby Charity Program Agreement ("Charity Program Agreement") contains the terms and conditions that govern your participation in the Ziggby Charity Program described herein (the "Program"). The terms “ziggby”, "we," "us," or "our" refer to Ziggby Group, LLC, and “organization”,"you" or "your" refer to the charitable organization that is participating or seeking to participate in the Program.  In this agreement  "Ziggby" refers to the websites ziggby.com and shop.ziggby.com (collectively the “Sites”, each the “Site”).  

By creating a charity account on the ziggby.com/charity-program website ("Charity Site") or otherwise participating in or seeking to participate in the Program, you agree to these conditions. Please read them carefully.

1. Program Description

The purpose of the Program is to allow Verified Organizations (as defined below in Section 2) to receive contributions from Ziggby Group, LLC when supporters make Qualifying Purchases (defined below in Section 3) through Ziggby.

2. Registration

Ziggby supporters can select any Verified Organization, but only Registered Organizations may receive contribution payouts from the program.  Registering for the Program means that you accept this Charity Program Agreement without any modifications, complete the online registration form with accurate information, provide all required information to identify your organization and provide valid bank account information to link your account to Stripe as described in Section 5.  Ziggby reserves the right to reject or suspend your account registration if the submitted information is inaccurate, including falsely misrepresentation of the representative and bank account information.  If your account registration is accepted, your organization will be a “Registered Charity Organization” for as long as all the information provided during registration, including bank account information described in Section 4, remains complete and current, this Charity Program Agreement remains in effect, and you continue to be a Registered Organization.  You agree that all information provided to us, including your Program registration information, bank account information, email address, mailing address, and other contact information is accurate and kept up to date, and that failure to keep such information up to date may result in not being able to receive any contribution payouts from the Program or no longer being a Registered Charity Organization.

"Verified Organizations" are charitable organizations and that we determine:

1. are registered as 501(c)(3) public charities with the US Internal Revenue Service (IRS) and are not private foundations.
2. are headquartered in the United States (the 50 States, the District of Columbia, American Samoa, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, Guam, and the U.S. Virgin Islands); and are in good standing in their state of incorporation and any states where they are authorized to do business.
3. do not engage in or support any activities that promote intolerance, discrimination, hate, terrorism, violence, money laundering, or other illegal, deceptive, or misleading activities.
4. are not classified as supporting organizations, unless they are specifically identified as Type I, Type II, or functionally integrated Type III supporting organizations as defined by the IRS.
5. are otherwise not in violation of the terms of this Charity Program Agreement.

By agreeing to this Charity Program Agreement, you authorize us to send any notifications or other communications related to the Program to the email address associated with your account. These notifications and communications will be considered received even if the email address is not current. This permission allows us to keep you informed about the Program and any related information.

3. Qualifying Purchases

Contributions will be made from Qualifying Purchases to you in accordance with Section 4. A “Qualifying Purchase” occurs when a supporter places an order from his or her shopping cart on Ziggby; (b) at such time, supporter has registered for and maintains an active account (c) that supporter has selected to support your Verified Organization to benefit from purchases the supporter makes on Ziggby and (c) the product is shipped to, or picked up and paid for by the supporter.

A “Product” is any item sold on Ziggby.

Qualifying Purchases shall exclude any of the following and will not be eligible for contribution payouts:

• any Product purchased in connection with a violation of this Charity Program Agreement or following the termination of this Charity Program Agreement.
• any product that is returned or canceled
  
  

4. Contributions

Contributions paid out to Registered Organizations are based solely on Qualifying Purchases that have been shipped or picked up and have not been returned.  To account for Product returns, contributions are calculated based on Qualifying Purchases made in the last 30 days.  Contributions for returned Products will be debited from the earnings.  Contribution payouts may take up to 10 business days to be processed.  If it is determined that we have made an overpayment in contributions as result of returns or cancellations, or if we determine that you received contributions that you were not entitled to, we reserve the right in our sole discretion to (a) deduct overpayment amount from any future payments and/or (b) request in writing a reimbursement for any incorrect amounts paid to you, in which case you hereby agree to reimburse us for such overpayments within 30 days of such request.  You hereby acknowledge and agree that we are not responsible for or obligated to provide any reports of supporter names, Qualifying Purchases or contributions earned.

We may attribute or credit contributions to your organization based on certain criteria. However, if we determine that you are no longer a Verified Organization or that you or anyone acting on your behalf has violated any terms or conditions of this Charity Program Agreement (including failing to qualify as a Registered Charity Organization), we reserve the right to redirect any contributions that would have been made to you to one or more other Registered Charity Organizations instead.

We will deposit contributions directly to a designated US bank account for Registered Charity Organizations. However, we reserve the right to hold onto contributions until the total amount for an organization reaches at least $50.00, at which point the accumulated contributions will be paid in full during the next payout period. We will not retain contributions under $50.00 for an organization for more than one year.

In order to participate in this Program, you must connect your bank account to Stripe (our payment processing partner) and provide accurate and complete information about your bank account, including the account type, routing number, account number, and primary account holder's name as it appears on the account. If you do not provide this information, if the information is invalid, or if your bank rejects a contribution payout, your registration in the Program may be suspended or revoked. This means you will no longer be able to participate in the Program and will not receive any contributions. To regain your eligibility to receive contributions, you must provide valid account information and meet the requirements to become a Registered Charity Organization.

If any Verified Organization that has not yet been deemed a Registered Charity Organization receives contributions in a given calendar quarter, those contributions will be withheld until the end of the following calendar quarter.  However, if the Verified Organization does not promptly become a Registered Charity Organization, then we reserve the right after each calendar quarter to (after a reasonable expiration period has passed as determined by our discretion, not to exceed 1 year total), to reallocate and disburse such withheld contributions to other Registered Charity Organizations.

If we are legally required to obtain tax information from you, you agree to provide us with the requested information.  If the requested tax information is not provided, we reserve the right to withhold any contributions until you do so or until we determine that you are not required to provide such information.

You agree that we may publicly disclose, or allow others to publicly disclose, the total amount of contributions made to you through the Program, either individually or in combination with other charitable organizations. These disclosures may be made through government filings, press releases, interviews, or other public statements.  You also agree that you will not make any public statements about this Ziggby Charity Program Agreement, your use of the Content, or your participation in the Program.

5. Program Policies

By joining the Program, you agree to follow all of the rules and guidelines outlined in the Ziggby Charity Program Policies, including any additional documents or materials referenced in the Charity Program Agreement. This includes policies and regulations on the Charity Site, as well as the Charity Program Content Guidelines and the Charity Program Details (collectively, Charity Documentation”). 

You are only allowed to promote or link to the Ziggby Charity Program on your own website, social media accounts or pages, offline mailings, or email correspondence and can only use the Ziggby Graphics, links, or other content provided by the program (collectively, “Shared Content” in accordance with the Program Policies and Charity Program Content Regulations.

6. Your Site Responsibility and Actions
You will be fully accountable for your website, organization, and any actions taken by you or on your behalf, including the creation, management, distribution, and maintenance of your site, compliance with all relevant laws and regulations, and ensuring that any contributions received are used appropriately. You will also be responsible for ensuring the accuracy and appropriateness of materials posted on your site, and not infringing on any rights or intellectual property. You will also have to ensure that you are authorized to enter into this agreement and that you do not violate any terms of it. Ziggby and its affiliates will not be held liable for these matters, and you agree to protect and indemnify them from any claims, damages, losses, or expenses resulting from these matters. Additionally, you will be responsible for any communications sent in connection with the program, and must comply with laws such as the CAN-SPAM Act of 2003.

7. Public Communication

By using the website, you acknowledge and agree that we or others may publicly disclose the amount of contributions provided to you (individually and/or collectively with other charitable organizations) in connection with the program through a government filing, press release, interview, or any other public statement. Such disclosures shall not link contribution amounts to any specific supporter. You shall not release any press statements or make any other public communication regarding this terms and conditions, your use of the content, or your participation in the program.

8. Term and Termination

The duration of this Charity Program Agreement commences upon its acceptance and shall conclude upon termination by either party. Either party may elect to terminate this Charity Program Agreement at any time, with or without cause, by providing written notice of termination to the other party. The notice of termination from the participant shall take the form of a written request to be removed from the program, submitted through the contact us form on the Site, while notice from us shall be sent to the email address associated with your Program account. We reserve the right to terminate the Program at any time, at our sole discretion. Upon termination of this Charity Program Agreement and/or the Program, all obligations and rights of the parties shall be extinguished, except for those specified in sections 2, 5, 7, 8, 10, 11, 12, 13, and 14, and under the Program Content Regulations, which shall survive the termination of this Charity Program Agreement. No rights or obligations regarding unpaid contribution obligations shall survive termination, and any such amounts shall be allocated and paid to other Registered Organizations in accordance with Section 4. The termination of this Charity Program Agreement shall not relieve either party of any liability for any breach or liability accruing under the Charity Program Agreement prior to the termination.

9. Modification

We reserve the right to alter any of the terms and conditions outlined in this Charity Program Agreement at any time, in our sole discretion. Notification of any changes will be made by posting a change notice, revised agreement, or revised Charity Documentation on our website or by sending notice of the modification to you via email to the email address currently associated with your account. Any changes will become effective on the date specified in the notice, which will not be less than two business days after the date of the notice. Your continued use of the website following the effective date of such notice will constitute acceptance of the modifications. If any modification is unacceptable to you, your sole remedy is to stop using our website. Your continued use of the website following the effective date of any modification, whether by way of posting a change notice, revised terms, or revised Charity Documentation on our website or the effective date specified in any email sent to you regarding such modification, will constitute your binding acceptance of the change.

10. Relationship of Parties

By using this website, you and we are considered as independent contractors and no partnership, joint venture, agency, franchise, sales representative, or employment relationship is created between us and our respective affiliates. You have no authority to make or accept any offers or representations on our or our affiliates' behalf. You shall not make any statement, whether on your website or otherwise, that contradicts or may contradict anything in this section of the terms and conditions. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of these terms and conditions, you will be held responsible for the actions taken.

11. Limitation of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR IN CONNECTION WITH THIS CHARITY PROGRAM AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US .  CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

12. Disclaimer

THE SITE, ZIGGBY CHARITY PROGRAM, ANY PRODUCTS AND SERVICES OFFERED ON OR THROUGH ZIGGBY OR ORGANIZATION SITE, ANY CONTENT, THE ZIGGBY.COM AND SHOP.ZIGGBY.COM DOMAIN NAMES, TRADEMARKS AND LOGOS OF OURS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US IN CONNECTION WITH THE PROGRAM (COLLECTIVELY “ THE “ZIGGBY SERVICES”) ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE ZIGGBY SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE ZIGGBY SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.


13. Dispute Resolution

Binding Arbitration

Any dispute relating in any way to the Program or this Charity Program Agreement will be resolved by binding arbitration, rather than in court.  If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Oakland, Michigan. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the  state and federal courts  located in Oakland, Michigan, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these terms and conditions.

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.


14. Miscellaneous

These terms and conditions and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these terms and conditions shall not operate as a waiver of such right or provision. These terms and conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these terms and conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these terms and conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these terms and conditions or use of the Site. You agree that these terms and conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these terms and conditions and the lack of signing by the parties hereto to execute these terms and conditions.