This Terms of Service (Non-Profit Organizations) inclusive of all Schedules attached hereto (collectively this “Agreement”) is made between you [a Non-Profit Organization] (“you”) and Respada Incorporated, a company registered in the British Virgin Islands, (“we” or “Respada”), and it governs your access to, and use of, the website owned and operated by Respada with domain name ‘respada.com’ (the “Respada Platform”) and the services provided to you by Respada. By entering this Agreement, you are agreeing to ensure that you, and each person you allow to access the Respada Platform through your account, will abide by the terms of this Agreement, which is set forth in its entirety below. Your access to and use of the Respada Platform and the services provided to you by Respada are conditioned on your acceptance of and compliance with this Agreement.
The Respada Platform is not directed to any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) the publication or availability of the Respada Platform is prohibited. If any such prohibition applies to you at any time, you must not access the Respada Platform for the duration of such prohibition. For more information, see Section 6.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND RESPADA THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 12 BELOW FOR DETAILS REGARDING ARBITRATION.
1. DEFINITIONS
1.1. "Community Rules": Participants in the Respada community will not, in connection with the Respada Platform:
1.1.1. defame, libel, disparage, threaten, harass or intimidate anyone, including by the use of offensive comments related to race, national origin, gender, sexual preference or physical handicap;
1.1.2. use any profane, obscene, pornographic or otherwise objectionable content or language;
1.1.3. promote or describe how to perform violence, illegal drug or substance abuse, or any other illegal activity;
1.1.4. violate the personal, privacy, contractual, intellectual property or other rights of any person;
1.1.5. reveal, with respect to personal or privacy rights, any personal information about another individual, including an address, phone number, email address, credit card number or other information that could be used to track, contact or impersonate that individual;
1.1.6. violate this Agreement or any local or foreign law, rule or regulation;
1.1.7. trick, defraud, deceive or mislead Respada or other users, such as by submitting false reports of abuse or misconduct to Respada’s support services, disguising the source of materials or other information you submit to the Respada Platform or using tools which anonymize your Internet protocol address to access the Respada Platform;
1.1.8. interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Respada Platform of other users or any host or network, including, without limitation, creating or transmitting unwanted electronic communications such as “spam” to other users, overloading, flooding or mail-bombing the Respada Platform, or scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Respada Platform;
1.1.9. disparage, tarnish or otherwise harm, in Respada’s opinion, Respada and/or the Respada Platform;
1.1.10. upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, such as viruses, worms, Trojan horses, spyware, adware or any other malicious or invasive code or program;
1.1.11. reverse engineer, decompile, reverse assemble, modify or attempt to discover or copy any software, source code or structure that the Respada Platform utilizes to generate web pages or any software or other products or processes accessible through the Respada Platform;
1.1.12. access or search (or attempt to access or search) the Respada Platform by any means, such as any automated system or unauthorized script or software, other than currently available, published interfaces provide by Respada, unless you have been specifically allowed to do so in a separate Agreement with Respada (note crawling the Respada Platform is permissible in accordance with this Agreement, but scraping the Respada Platform is expressly prohibited without the prior consent of Respada);
1.1.13. remove, obscure or change any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Respada Platform or any website on which the services of Respada are offered or on a third-party website and/or Respada software on which Respada code is embeddable or embedded on;
1.1.14. remove, obscure or change any notice, banner, advertisement or other branding on the Respada Platform;
1.1.15. submit any Content or material that falsely expresses or implies that such Content or material is sponsored or endorsed by Respada;
1.1.16. interfere with or circumvent any security feature of the Respada Platform or any feature that restricts or enforces limitations on use of or access to the Respada Platform, such as probing or scanning the vulnerability of any system, network or breach; or
1.1.17. sell access to the Respada Platform or any part thereof other than through a mechanism approved by Respada.
1.2. “Content” means any information, text, graphics or other materials uploaded, downloaded or otherwise appearing on the Respada Platform.
1.3. “Donation" means any donation made to you, or a Non-Profit Organization designated by you, of money or other property, via, or with the assistance of, either: (i) Respada; (ii) the Respada Platform; or (iii) a Fundraiser. Such assistance includes, without limitation: (i) the publication, communication, posting or uploading of any details relating to you, or any charitable causes promoted or championed by you, on or via the Respada Platform; (ii) the solicitation of donations by Respada or a Fundraiser on your behalf; and (iii) the rendering of any advice by Respada or a Fundraiser relating to fundraising and obtaining donations.
1.4. “Fundraiser” means any natural or legal person that has executed, or is otherwise bound by the terms of, a Respada Non-Profit Adviser Agreement or a Respada Non-Profit Ambassador Agreement.
1.5. “Non-Profit Organization” means any firm formed primarily for purposes other than generating a profit, including, without limitation, such a firm organized as a partnership, association, trust, joint venture, limited liability company or other incorporated entity.
1.6. “Statement of Work” means any statement of work for services provided by Respada to you, or a Non-Profit Organization designated by you, that is attached to, outlined in, or incorporated by reference into, Schedule 1, as amended from time to time
2. USER OBLIGATIONS
2.1. To Act Responsibly. You agree to act responsibly – which means:
2.1.1. You represent and warrant:
2.1.1.1. Requirements to use the Respada Platform.
2.1.1.1.1. That you have the right, authority, and capacity to enter into this Agreement on your own behalf and on behalf of any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your use of the Respada Platform violates provisions of the law to which you are subject, you will cease using the Respada Platform and close your account;
2.1.1.1.2. That if you are a natural person, you are at least 18 years old;
2.1.1.1.3. That you shall not use a false or deceptive name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason; 2.1.1.1.4. That you shall not use a User ID name that is subject to any rights of a person other than yourself without appropriate authorization;
2.1.1.1.5. That you shall be solely responsible for maintaining the confidentiality of your password;
2.1.1.1.6. That you will update your registration information with Respada as needed so that it remains true, correct and complete; and
2.1.1.1.7. That you will conduct yourself in a professional manner in all your interactions with Respada and with any other user of the Respada Platform.
2.1.1.1.8. That you have inquired into, are aware of, and shall remain informed about, any and all restrictions imposed by any organization or government body that regulates your industry, which may have a material effect on your ability to enter this Agreement or the performance of your obligations under this Agreement. You further represent and warrant that any and all such restrictions do not affect your ability to enter into this Agreement.
2.1.1.2. Requirements related to Content on the Respada Platform.
2.1.1.2.1. That you will only provide Respada with Content that you have a right to provide to Respada and to allow Respada to display through the Respada Platform;
2.1.1.2.2. That you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display, publication or use by Respada;
2.1.1.2.3. That you understand that any other Content you find on or through the Respada Platform is the sole responsibility of the person who originated such Content;
2.1.1.2.4. That you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability, and that Respada will not be responsible or liable for any use of your Content by Respada in accordance with this Agreement;
2.1.1.2.5. That you are not relying on Respada to, and that you understand that we do not, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Respada Platform or endorse any opinions expressed via the Respada Platform;
2.1.1.2.6. That you understand that by using the Respada Platform, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against Respada for any such material; and
2.1.1.2.7. That you understand that the Respada Platform may include advertisements or other similar items, which may be related to Content, queries made through the Respada Platform, or other information, and you have no claim against Respada for the placement of advertising or similar content on the Respada Platform or in connection with the display of any Content or other information from the Respada Platform.
2.1.1.3. Requirements related to Fundraising Efforts.
2.1.1.3.1. That you will be solely responsible for complying with, and ensuring compliance with, applicable law regarding any fundraising efforts, including, without limitation, the solicitation of Donations;
2.1.1.3.2. That you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice. 2.1.2. You agree not to violate the Community Rules of Respada, as defined in Section 1;
2.1.2.3. Treat any Content, email or other information you receive as a result of your access to the Respada Platform as a recommendation or representation of any kind by Respada, an affiliate of Respada or any employee, officer, director, representative or other agent of the foregoing (each a “Company Person”) on which you should rely unless such information has been expressly identified as created by a Company Person;
2.1.2.4. Claim any ownership or other proprietary right in any material, software or other intellectual property displayed on, published by or otherwise available through the Respada Platform, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on the Respada Platform;
2.1.2.5. Copy or distribute Content except as specifically allowed in this Agreement;
2.1.2.6. Use any Content, or other information acquired from Company Persons or otherwise through your use of the Respada Platform, for non-profit, commercial or investment activity outside of the Respada Platform, without prior written approval from Respada;
2.1.2.7. Claim any right to access, view or alter any source code or object code of Respada;
2.1.2.9. Market competing services to current or former users of the Respada Platform who you discovered through your use of the Respada Platform.
2.2. Indemnify Respada.
2.2.1. Indemnity. You agree to indemnify and hold Respada and any Company Person harmless (including against costs and attorneys’ fees) from any liabilities, losses, damages, costs and expenses (including attorneys’ fees and expert fees) arising from or related to any claim or demand made by any third party due to or arising out of your access to or use of the Respada Platform, the violation of this Agreement by you, the infringement or misappropriation by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any Content posted through the Respada Platform by you (including claims related to defamation, invasion of privacy or other violation of a person’s rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against Respada or any Company Person. You remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Respada Platform. You agree that the provisions in this paragraph will survive any termination of this Agreement.
2.2.2. Release. You hereby release any claims you may have against Respada and any Company Person that are in any way related to the Respada Platform or your use of Content, including any representations, recommendations or referrals you may receive as a result of your use of the Respada Platform. You are solely responsible for your use of the Respada Platform, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third-party partners.
2.2.3. Respada Employees and Affiliates. You understand that Company Persons may use the Respada Platform as Fundraisers, Entrepreneurs, Investors, or Service Providers, and that Respada is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.
2.3. Confidentiality. By registering with Respada, or otherwise using the Respada Platform or viewing content made available through the Respada Platform in any way, you may have an opportunity to see Locked Information. It is expected that you will use discretion in determining what you do with that information. You agree, however, that you will not republish any information you acquire through the Respada Platform via an Internet website, for which one of the principal purposes is to compete with Respada.
2.4. Other User Obligations.
2.4.1. You agree to comply with the terms of the License set forth in Section 3 of this Agreement.
2.4.2. You hereby grant us a License to publish all Content you upload to the Respada Platform, including any comments or other forum posts you may offer on the Respada Platform. Your Content will be viewable by other users of the Respada Platform that you allow to access Your Content. You should only provide Content that you are comfortable sharing with others.
2.4.3. To the extent that Respada is determined, for any reason, not to be the licensee of any material you have provided to us, including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”), you hereby ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by Respada and agree not to assert any Moral Rights with respect thereto. You further agree that you will confirm any such ratifications, consents and agreements from time to time as requested by Respada.
2.4.4. You acknowledge that Respada is not obligated to pay you or to cause any other party to pay you any compensation with respect to your activities on the Respada Platform, or to feature or otherwise display your Content on any web page.
2.4.5. You acknowledge that you do not rely on Respada to monitor, or edit any Content on, the Respada Platform (including emails initiated by individuals, regardless of whether those individuals are otherwise associated with Respada) and that the Respada Platform may contain Content which you find offensive or which is untrue or misleading and you hereby waive any objections and claims you might have with respect to viewing such content.
2.4.6. You agree that this Agreement does not entitle you to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Respada Platform (collectively, “Updates”). Respada, however, may occasionally provide automatic Updates to the Respada Platform at its sole discretion (and without any advance notification to you). Any such Updates for the Respada Platform shall become part of the Respada Platform and subject to this Agreement.
3. RESPADA PLATFORM AND LICENSE
3.1. License to Use the Respada Platform. All right, title, and interest in and to the Respada Platform (excluding Content provided by users) is and will remain the exclusive property of Respada and its licensors. The Respada Platform and the Content thereon are protected by copyright, trademark, and other laws of multiple jurisdictions. Except as expressly provided herein, nothing in this Agreement gives you a right to use the Respada name or any of the Respada trademarks, logos, domain names or other distinctive brand features. Subject to your acceptance and the terms of this Agreement, Respada grants to you a non-assignable, non-exclusive, non-transferable, non-sublicensable, revocable limited license to use the Respada Platform for your reasonable internal business purposes in accordance with this Agreement and any other guidelines and requirements that we may implement from time-to-time (the “License”), provided that you:
3.1.1. do not use the License to engage in any commercial activity;
3.1.2. do not modify the Content, except as described below;
3.1.3. attribute the Respada Platform with a human and machine-followable link (an anchor tag) linking back to the page displaying the original source of the Content on the Respada Platform; and
3.1.4. make a reasonable attempt to delete Content that has been deleted on the Respada Platform.
3.2. No Claim to Any Rights in Your Information. We agree not to claim any ownership interest in the Content provided by you to us (“Your Content”) solely because you have provided it. However, you hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, transferable, fully sublicensable and revocable License to display Your Content through the Respada Platform.
3.3. Respada Will Display Content and Allow Communications Based on Filters. When you create an account with Respada, and at any time thereafter, you are able to set a variety of filters that are intended to control who can see your information and what information you will be shown. We agree not to intentionally violate those filters, although you must recognize that we cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material or unsolicited contacts to occur.
4. RESERVATION OF RESPADA’S RIGHTS
4.1. Right to Control Content. Respada may, but is not required to, monitor or control the Content posted via the Respada Platform. Our failure to exercise this right does not give you any right to make a claim against Respada. Any Content that has been uploaded through the Respada Platform may be deleted at any time without notice to you.
4.2. Right to Discontinue the Respada Platform. Respada reserves the right to discontinue the Respada Platform or to change the Respada Platform in any way and at any time, with or without notice to you, without liability.
4.3. Right to Terminate User Access. Respada reserves the right to terminate your access to the Respada Platform without notice and, if you violate this Agreement, to pursue other remedies at law or in equity. We may delete your account for any reason or for no reason at all, and if we delete your account you will lose all access to any information, connections or other features that may have value to you that may have been associated with your account.
4.4. Right to Refuse or Cancel Registration. Respada reserves the right to terminate your access to the Respada Platform without notice and, if you violate this Agreement, to refuse registration of or cancel your user account in its discretion for any reason or for no reason. In addition, Respada reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Respada Platform and to terminate users and/or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information (including Content) as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement (including investigation of potential violations hereof), (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to user support requests or (v) protect the rights, property or safety of Respada, its users and the public.
4.5. User Acknowledgement. Without limiting the generality of the foregoing, you specifically acknowledge that Respada is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content, including material it believes, in its sole discretion to violate this Agreement, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any Content or opportunities that might otherwise have been available to you. By using the Respada Platform, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.
4.6. Comments, Feedback, Suggestions, Ideas, And Other Submissions. The Respada Platform may provide you with the functionality to chat or participate in blogs, message boards, and other functionality, and may provide you with the opportunity to create, submit, post, transmit, publish or distribute Content to Respada or to/via the Respada Platform. Any such material you transmit to Respada or otherwise through the Respada Platform will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted or offered to Respada in connection with the use of the Respada Platform or otherwise, and any chat, blog, message board, online forum, text, email or other communication with Respada, is hereby licensed by you to Respada on a non-exclusive, worldwide, royalty-free, perpetual, transferable and fully sublicensable basis.
5. LIMITS ON RESPADA’S OBLIGATIONS
5.1. Fundraising Assistance. Respada may, but is not obligated to, directly or indirectly introduce you to, or find on your behalf, potential donors and professional fundraisers.
5.2. Verifying Due Diligence. Respada is not responsible for doing diligence on any donors, professional fundraisers or other persons introduced to you via Respada or the Respada Platform or verifying any representations, materials or other information provided by such persons to you.
5.3. No Recommendations. Respada does not: (i) recommend any donors or professional fundraisers; (ii) endorse their fitness for purpose; or (iii) verify or claim the accuracy of information provided by such persons in addition to other businesses or entities on the Respada Platform or in our emails.
5.4. User Confidentiality. Respada is not obligated to maintain the confidentiality of any Content you give us, other than Locked Information, and with respect to Locked Information, we are not obligated to protect it other than by designating it as such.
5.5. Intellectual Property Rights. Respada has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide to us, but it does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.
5.6. Business Opportunities. In the event that Respada invests in any business, Respada is not obligated to make that investment opportunity available to anyone else.
5.7. No Endorsement of Content. Respada does not control or endorse the Content, messages or information found on the Respada Platform or external websites that may be linked to or from the Respada Platform and, therefore, Respada specifically disclaims any responsibility with regard thereto.
5.8. No Obligation to Display Content. Respada has no obligation to accept, display, review, verify, monitor or maintain any Content submitted by users, user forum posts, commentary, ratings or compliments (“Comments”). We have the right to delete Content or Comments from the Respada Platform without notice for any reason at any time. Respada may move, re-format, edit, alter, distort, remove or refuse to exploit Content or Comments without notice to you and without liability. Notwithstanding the foregoing rights, Respada reserves the right to treat Content provided by users and Comments as content stored at the direction of users for which Respada will not exercise editorial control except as required to enforce the rights of third parties and applicable Content restrictions when violations are brought to Respada’s attention.
5.9. Verifying Advertisement Accuracy. The Respada Platform may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in an advertiser’s or sponsor’s Content.
5.10. Services. Respada shall not be obligated to provide services and deliverables pursuant to this Agreement that are not expressly outlined herein.
6. AVAILABILITY OF, AND RESTRICTIONS ON USE OF, THE RESPADA PLATFORM
6.1. Availability of the Respada Platform. Respada operates and controls the Respada Platform from its offices in Hong Kong and all the servers for the Respada Platform are in Switzerland. Respada makes no representation that the Respada Platform is appropriate or available in other locations. The information provided on or through the Respada Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Respada to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Respada Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
7. FUNDRAISING ASSISTANCE
7.1. Respada may, but is not obligated to, solicit Donations and appoint Fundraisers to assist with fundraising efforts and the solicitation of Donations.
7.2. You hereby grant Respada and the Fundraisers a non-exclusive, non-transferable License to use your name and logo in all materials associated with the fundraising efforts on your behalf and shall allow Respada and the Fundraisers to represent themselves as engaging in fundraising efforts on your behalf and for your benefit.
7.3. You agree that you will work in cooperation with Respada and the Fundraisers as reasonably required, to support any and all fundraising efforts on your behalf.
7.4. You hereby permit Respada and the Fundraisers to solicit Donations, and engage in other fundraising activities, by any means including, without limitation, in-person solicitations, broadcast media, telephone, the internet, and direct marketing.
8. PLATFORM USAGE FEES AND PAYMENTS
8.1. You agree to pay Respada: (i) any and all fees outlined in each and every Statement of Work (“Fixed Platform Usage Fees”); and (ii) in the event that a Donation is made, 10% of the total gross Donation received by you, and/or received by a Non-Profit Organization designated by you (“Donation Based Platform Usage Fees”). The Fixed Platform Usage Fees and the Donation Based Platform Usage Fees shall collectively be referred to as the “Platform Usage Fees”.
8.3. The Donation Based Platform Usage Fees shall be due and payable even if the Donations are received after termination of this Agreement.
8.4. Within 5 business days of the receipt by you of any portion of a Donation, you must send a notice to Respada detailing the total Donation (“Donation Notice”). In the event that the Donation includes property other than cash, you shall provide a description of said property and a valuation of the fair market value of said property in the Donation Notice.
8.5. Upon receipt of the Donation Notice, Respada shall send you an invoice detailing the Donation Based Platform Usage Fees, desired method of payment and any applicable taxes (“Donation Based Platform Usage Invoice”). If a Donation Notice is not received by Respada in accordance with Section 8.4, or is received but contains objectively verifiable errors or inaccuracies with regard to the total Donation, Respada reserves the right to send you a Donation Based Platform Usage Invoice with Donation Based Platform Usage Fees calculated based on a reasonable estimate of the total Donation.
8.6. Unless agreed otherwise in writing, payment of the Platform Usage Fees shall be made via wire transfer.
8.7. Unless agreed otherwise in writing, the Donation Based Platform Usage Fees shall be due and payable within 5 business days of the date that Respada sends the Donation Based Platform Usage Invoice (“Donation Based Platform Usage Invoice Date”) and the Fixed Platform Usage Fees shall be due and payable in accordance with Schedule 1.
8.8. Any Platform Usage Fees due hereunder and unpaid shall bear interest from and including the date that is 30 days after the due date, to but excluding the date of payment, at a monthly simple interest rate equal to 2%.
9. TERM AND TERMINATION
9.1. Subject to Section 9.3, you may terminate this Agreement at any time by providing Respada with written notice after you have deleted all Your Content on the Respada Platform and ceased to use the Respada Platform.
9.2. Respada may terminate this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement. Upon termination of this Agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of any intellectual property owned by Respada or any other user of the Respada Platform that you acquired via use of the Respada Platform.
9.3. Your representations in this Agreement and the provisions of Section 2, Section 12 and any other provisions of this Agreement which by their nature are designed to survive termination, shall survive any termination or expiration of this Agreement.
9.4. All Platform Usage Fees incurred pursuant to Section 8, if unpaid at the date of termination, shall be due and payable, in full, upon termination of this Agreement.
10. LIMITATION OF LIABILITY
10.1. Nothing in this Agreement shall exclude or limit the liability of Respada for death or personal injury caused by the negligence, fraud or fraudulent misrepresentation of Respada or any other liability that cannot lawfully be excluded or limited.
10.2. Whilst Respada takes steps to prevent misuse of its systems, Respada does not warrant that the Respada Platform (or any other sites linked to by, or accessible via, the Respada Platform) will be free of viruses or other malicious code and Respada accepts no liability for loss or damage caused from the transmission of such code. Respada recommends that you always use up-to-date firewalls and anti-malware software to protect your equipment and data.
10.3. If you are dissatisfied with any terms of this Agreement or the Respada Platform, your only remedy under this Agreement shall be to discontinue your use of the Respada Platform. Without limiting the preceding sentence, Respada shall have no liability for any failure or delay resulting from any matter beyond its reasonable control.
10.4. Save as expressly set out in this Agreement, Respada shall not be liable in contract, tort, negligence, statutory duty, misrepresentation, or otherwise for any loss or damage whatsoever arising from or in any way connected with this Agreement. Furthermore, all conditions, warranties and obligations which may be implied or incorporated into this Agreement by statute, common law or otherwise and any liabilities arising from them are expressly excluded to the maximum extent permitted by applicable law.
10.5. Respada shall not be liable for any loss of business, loss of profits, business interruption, loss of business information, or any other economic loss (even where Respada has been advised of the possibility of such loss or damage).
10.6. UNDER NO CIRCUMSTANCES WILL ANY COMPANY PERSON BE LIABLE TO YOU FOR MORE THAN HALF THE AMOUNT YOU HAVE PAID RESPADA IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
10.7. Each of the provisions of this “Limitation of Liability” section shall be construed separately and independently of the others.
11. DISPUTES BETWEEN USERS OF THE RESPADA PLATFORM; BUSINESS RELATIONSHIP
11.1. We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other users of the Respada Platform. If you have a dispute with other users, you release Respada and hereby agree to indemnify Respada from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of, or in any way connected with, such a dispute.
11.2. Nothing in this Agreement, nor any act performed, or statement made, by Respada or a Company Person in relation to this Agreement, shall be deemed to constitute or create a partnership, agency or employment relationship between you and Respada.
11.3. Nothing in this Agreement, nor any act performed, or statement made, by Respada or a Company Person in relation to this Agreement, shall be deemed to constitute or create a partnership, agency or employment relationship between any user of the Respada Platform or other third-party and Respada.
11.4. You shall not, under any circumstances, make any representation to any user of the Respada Platform or other third-party that you have any employment, partnership or agency relationship with Respada.
12. ARBITRATION; GOVERNING LAW; INJUNCTIVE RELIEF
12.1. Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of England and Wales, including its statutes of limitations.
12.2. Arbitration. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of a sole arbitrator to be nominated by the SIAC. The language of the arbitration shall be English. The substantive law applicable shall be the laws of England and Wales. If arbitration or any other legal proceedings are necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable legal fees, costs and expenses.
12.3. Injunctive Relief. You acknowledge that the rights granted and obligations made hereunder to Respada are of a unique and irreplaceable nature, the loss of which shall irreparably harm Respada and which cannot be replaced by monetary damages alone, so that Respada shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
13. Miscellaneous
13.1. Severability. Should any part of this Agreement be held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law and the remaining portions will remain in full force and effect.
13.2. Waiver. The failure by Respada to enforce any provision of this Agreement will not be deemed a waiver of such provision, nor of the right to enforce such provision.
13.3. Assignment. Respada may not assign, transfer or sublicense this Agreement to any other party, provided, however, that Respada may assign any and all of its rights and obligations in this Agreement at any time to any parent, subsidiary, or affiliated company, or as part of the sale to, merger with, or other transfer of Respada to another entity. Respada shall use reasonable efforts to notify you regarding any change of ownership. You may not assign, transfer or sublicense this Agreement to any other party and any attempt to do so in violation of this section shall be null and void.
13.4. Entire Agreement. Except as otherwise provided, this Agreement, as currently amended, constitutes the entire and only Agreement between you and Respada relating to the subject matter hereof and supersedes all other agreements, representations, warranties, and understandings with respect to the Respada Platform, whether oral or in writing. You acknowledge that, in entering into this Agreement, you have not relied on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
13.5. Changes to this Agreement. Any amendments to this Agreement (“Amendment”) shall be communicated to you in writing by Respada, or published on the Respada Platform, and you will be deemed to have agreed to any and all Amendments by your continued usage of the Respada Platform, provided that you do not make any written objection to the Amendment within 30 days of the earliest date that Amendment is either published on the Respada Platform or communicated to you in writing. Respada reserves the right to terminate this Agreement if you do not agree to an Amendment.
13.6. Notice. Any notices required to be given under this Agreement must be given in writing. Notices to Respada must be addressed to its principal office or sent to [email protected] unless instructed otherwise. Notices to you will be sent to your last known address. Except for notices given by hand, notices will be deemed to have been given at the time at which said notice would be delivered in the ordinary course of post or transmission.
SCHEDULE 1 – STATEMENTS OF WORK
Deliverables:
- A team consisting of advisors & ambassadors
- Company showcase page
- Identity resolution of visitors
- Prospect intelligence
- Virtual roadshows
- Access to Respada network
- Donor relations and reporting
- KPI dashboard
Monthly Subscription: US$ 10,000.00
By selecting the radio button, you confirm that you have read and that you accept all the terms of this Agreement.