OWNERSHIP AND LICENSING OF INTELLECTUAL PROPERTY RIGHTS
1 Except for the rights expressly granted under these Terms of Service:
(a) GIVE-Africa retains all right, title and interest in and to the Website and the Services, including, without limitation, all intellectual property rights therein; and
(b) subject to clause 2, GIVE-Africa retains all rights, title and interest in and to any information, materials or other content that the non-profit provides in connection with its registration and these Terms of Service, including all intellectual property rights therein.
2 The Non-profit hereby grants to GIVE-Africa (and its sub-licensees) a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, publish, translate, create derivative works of, distribute, transmit, and display its trademarks and graphic media in connection with the Services and GIVE-Africa's operations and other connected commercial or charitable activities.
10.3 The Non-profit shall indemnify GIVE-Africa respect of all losses, damages and expenses (including reasonable legal fees) suffered by GIVE-Africa as a result of its use or possession of the Non-profit’s trademarks or any other information, materials or content submitted to it by the Non-profit.
PAYMENTS TO THE non-profit
1 Receipt of Donations: As set out in clauses 2.3 and 2.4 above, Donations made to projects on the Website are made to GIVE-Africa and re-granted (together with applicable Gift Aid) at GIVE-Africa's absolute discretion to non-profits.
2 Payment Schedule for Donations paid through the Website: GIVE-Africa will transfer cleared Donations that it has received and resolved to pay to a non-profit, which were made during the previous month including other pending funds and/or bonuses and any Gift Aid (where applicable) received from HMRC during the previous month (the “Funds”), to the non-profit on or around the 25th of the month. By way of example, Funds raised in June will be sent to an organisation on or near the 25th of July. In relation to Funds being remitted outside of the United States, GIVE-Africa will only remit the Funds if they exceed USD 250 in value (the “Transfer Minimum”). The Overseas Transfer Minimum is based on limitations set by GIVE-Africa's disbursement partners and helps reduce the overall cost of wire fees, the negative effects of charge-backs and donation reversals
11.4 Bank Details: The bank account information you provide GIVE-Africa as part of the registration process will be used for executing all future transfers that GIVE-Africa makes to you, unless you inform GIVE-Africa otherwise or a transfer is rejected by the recipient bank. You are responsible for ensuring that GIVE-Africa is kept informed of the correct and up-to-date details. Any changes to the details must be submitted through the Registered User’s on-line GIVE-Africa On-line Account by an authorised representative of the non-profit and within a sufficient period of time before a transfer is due to be made. If you provide us with (or let us continue to use) incorrect or out-of-date information, we will not be responsible if the payment is not made, it is delayed or it is made incorrectly.
12. non-profit WARRANTIES
12.1 The non-profit represents, warrants and covenants that:
(a) it shall fully comply and will at all times continue to fully comply with all applicable laws, statutes and regulations, including, without limitation, all privacy laws and anti-spam legislation;
(b) it has full power and authority to enter into these Terms of Service and the execution and performance of its obligations under these Terms of Service does not conflict with:
(i) any laws, rules, regulations or governmental guidelines to which the non-profit is subject; or
(ii) any other agreements to which the non-profit is a party or to which the non-profit is otherwise bound;
(c) the non-profit owns or has the authority to grant the rights and licences granted to GIVE-Africa by the non-profit under these Terms of Service;
(d) any content contained in the Project Page does not violate the rights of any third party including, without limitation, any patents, trademarks, copyrights, trade secrets, trade names and other intellectual property rights whether registered or not;
(e) any content contained in the Project Page complies with all applicable laws, statutes and regulations including, without limitation, all slander, defamation, libel, obscenity and privacy laws;
(f) it is not prohibited by any applicable local laws or regulations from receiving Donations (including, where applicable, a payment equivalent to the amount of any Gift Aid reclaimed) from GIVE-Africa for the project listed on the Website;
(g) it has obtained all necessary registrations, consents, licences or similar regulatory permissions to receive the Donations;
WARRANTY DISCLAIMER, INDEMNITY AND LIMITATION OF LIABILITY
1 Give Africa, as operator of the Services and Website, acts as an intermediary between the non-profits and the Donors. GIVE-Africa does not take responsibility for any Donor generated content or information displayed on the Website. Except for as set out in these Terms of Service, GIVE-Africa shall not be liable to the non-profit as a result of its role as the operator of the Website or as an intermediary between the non-profit and Donors.
13.2 Nothing in these Terms of Service shall limit or exclude a party’s liability:
(a) for fraud, including fraudulent misrepresentation, perpetrated by that party;
(b) for death or personal injury caused by the negligence of that party; or
(c) for any other liability that cannot be limited or excluded under applicable law.
CONFIDENTIAL INFORMATION
1 For the purposes of these Terms of Service, “Confidential Information” means, with respect to either party, the non-public, confidential, secret or proprietary material and information of such party that has been or may be, directly or indirectly, disclosed to, or come into the possession or knowledge of, the other party, whether in verbal, written, graphic, electronic or other form, in connection with or as a result of entering into these Terms of Service.
2 Each party will maintain the confidentiality of all Confidential Information of the other party and will not release, disclose, use, make available or copy any such Confidential Information without the prior written consent of the disclosing party except as necessary to carry out its obligations under these Terms of Service or as expressly permitted under these Terms of Service. Each party may disclose the other party’s Confidential Information to its employees, agents or subcontractors on a need-to-know basis only and subject to entering into a non-disclosure agreement. Each party will not use in any way, for its own account or for the account of any third party, except as expressly permitted by, or required to achieve the purposes of these Terms of Service, or disclose to any third party (except to that party’s legal advisor, accountants or other advisers as reasonably necessary), any of the other party’s Confidential Information, and will take reasonable precautions to protect the confidentiality of such Confidential Information, at least as stringent as it takes to protect its own Confidential Information. Excluded from this obligation of confidentiality is Confidential Information which:
(a) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;
(b) becomes known to the receiving party directly or indirectly from a third party source not having an obligation of confidentiality to the disclosing party;
(c) becomes publicly known or otherwise ceases to be secret, proprietary or confidential, except through a breach of these Terms of Service by the receiving party;
(d) is independently developed by the receiving party; or
(e) is required to be disclosed by a government authority or by law, provided that the receiving party gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.
GOVERNING LAW AND DISPUTE RESOLUTION
If a dispute arises between the parties with respect to these Terms of Service, each party shall escalate the dispute to a senior management representative within its organisation and no party may commence formal legal proceedings in relation to such dispute until such senior management representatives have spent at least twenty business days trying to informally resolve such dispute.
THIRD PARTY RIGHTS
19.1 A person who is not a party to these Terms of Service has no right to enforce any term of these Terms of Service.
20. FURTHER ASSURANCES
20.1 The parties will do and execute or arrange for the doing and executing of each necessary act, document and thing reasonably within its power to implement and give effect to these Terms of Service to its full extent, including, without limitation, assisting each other in complying with applicable law.
21. ASSIGNMENT
21.1 These Terms of Service will be binding upon and ensure to the benefit of the parties and their respective successors and permitted assigns. The non-profit will not assign or transfer these Terms of Service or any of its rights or obligations under these Terms of Service, whether directly or indirectly, without first obtaining the prior written consent of Give-Africa, such consent not to be unreasonably withheld.
22. ENTIRE AGREEMENT
These Terms of Service and the documents referred to or incorporated herein by reference contain the entire agreement between GIVE-Africa and the non-profit with respect to the subject matter and supersede all prior agreements, negotiations and representations, written or oral, relating to its subject matter. Except as provided in these Terms of Service and the documents referred to or incorporated into these Terms of Service by reference, there are no conditions, representations, warranties, undertakings or agreements between the parties whether direct, indirect, collateral, express or implied.
23. AMENDMENT
These Terms of Service cannot be modified, varied, amended or supplemented in any way by the non-profit. GIVE-Africa reserves the right to modify, vary, amend or supplement these Terms of Service at any time and from time to time. GIVE-Africa will post the current version of these Terms of Service on the Website and each such change will be effective upon posting on the Website or upon the date designated by GIVE-Africa as the “effective date” (if any). Your continued use of the Services following any such change constitutes your agreement to be bound by and its acceptance of these Terms of Service as so modified.
24. SEVERABILITY
If any provision of these Terms of Service is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be severed from these Terms of Service and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either of the parties.
25. FORCE MAJEURE
Neither party will be liable for any loss or damage or for any delay or failure in performance due to acts beyond the control of such party whether or not such acts could reasonably be anticipated (including acts of God, legislative, judicial or regulatory acts of any provincial or the federal government, court or regulatory authority, acts of any of our subcontractors or any third party providers of goods or services to us, labour disruptions, blackouts, embargoes).
26. NO WAIVER
Any waiver by GIVE-Africa of any of the provisions of these Terms of Service will not constitute a waiver of any other provision (whether similar or not), nor will any such waiver constitute a continuing waiver of that particular provision, unless expressly provided by GIVE-Africa in writing.
27. COMMUNICATIONS
27.1 These Terms of Service are issued and concluded in English. Communications between us will be in English and will be conducted by letter, phone or email using the most recent details that you have provided to us, or by a message posted to your GIVE-Africa On-line Account.
