Small Act Network

CHARITY PARTICIPATION AGREEMENT

READ THE TERMS AND CONDITIONS HEREIN CAREFULLY BEFORE CONTINUING OR APPLYING TO AND PARTICIPATING IN SMALL ACT’S CHARITY PROGRAM (AS DEFINED BELOW). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN THE SMALL ACT CHARITY PROGRAM. YOUR CLICKING ON THE BUTTON MARKED "I ACCEPT" AND YOUR CONTINUED USE OF THESE SERVICES INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS AND THIS CHARITY PARTICIPATION AGREEMENT.

This User Agreement is a binding contract between You (“Charity”) and Small Act Network, LLC (“Small Act”). Your access to and continued use of Small Act Website located at www.smallact.com (including any successor site) (the “Small Act Site”) constitutes your acceptance, without limitation, of the terms and conditions of this Charity Participation Agreement. If You do not agree to be bound by these terms, You may not join Small Act’s Charity Program.

You acknowledge that you have read the terms and conditions herein and that you accept such terms and conditions. YOU AGREE TO READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE BOTH SUBMITTING YOUR APPLICATION AND THE SUBSEQUENT PARTICIPATION IN SMALL ACT’S CHARITY PROGRAM (AS DEFINED BELOW). If you do not agree to these terms and conditions, You may not join Small Act’s Charity Program.

Recitals

WHEREAS, Small Act and the Charity wish to enter into this Agreement for the purpose of promoting awareness for the Charity and paying royalties to the Charity in exchange for the limited use of the Charity’s name and/or logo by Small Act (as defined below in Section 14). Small Act will be engaging in and offering general consumers, organizations, and companies (“Users”) digital based services that promote and encourage their participation in socially responsible programs and services that help support causes and charities that they, the Users, choose.

WHEREAS, the Charity is a not-for-profit corporation, registered with the United States Federal Government.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, Small Act and the Charity hereby adopt this Agreement pursuant to the following terms and provisions.

1. Distribution of Funds.

(a) Calculation. Each of Small Act’s programs and services will have a pre-determined amount (including but not limited to fixed amount, recurring amount, pro-rata distribution of funds, raffle and lottery) that will be paid as a royalty to the Charity. This amount and the payout terms will be specified and communicated to the Users before they commence the respective program or service.

(b) Allocation for Charities. Depending upon the specific service or program, Small Act will allocate a certain percentage of the revenue or a fixed amount to the participating charities. It is our goal to allocate at least 50 percent of gross revenues to non-profits, but the actual percentage depends on the profitability of the various services and programs and the costs incurred to produce and or administer the services and programs. Small Act will provide an Royalty Chart (Appendix A) for the Charity at their request, which lists all of the then current programs and services and their respective royalties for which the Charity will be paid.

(c) Data used for Calculation. Payment shall be calculated solely based on records maintained by Small Act. No other measurements or statistics of any kind shall be accepted by Small Act or have any effect under this Agreement.

2. Payment Schedule and Terms

a. Payout Period. Small Act will send the Charity a check every three months providing that the Charity has accrued $25 or more. If the Charity has not accrued at least $25, the funds will roll over to the next payout period, and will continue to roll over until the $25 minimum is met. Small Act will pay the Charity within forty-five (45) days of the last day of the payout period. The payout periods will end March 31st, June 30th, September 30th, and December 31st of each calendar year.

b. Accurate Records. To ensure proper payment, the Charity is solely responsible for providing and maintaining accurate contact and payment information associate with their account. Any bank fees related to or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment.

c. Applicable taxes or charges. The Charity agrees to pay all applicable taxes or charges imposed by any government entity in connection with this Agreement.

d. Right to Change. Small Act reserves the right to change its pricing and/or payment structure at any time. The Charity will be notified within thirty (30) days of any changes.

e. Disputes. If the Charity disputes any payment made under this Agreement, you must notify Small Act in writing within thirty (30) days of any such payment; failure to so notify Small Act Shall result in the waiver by you of any claim relating to any such disputed payment.

f. Payment type. Payments will be made to the Charity via check unless another payment method is agreed in writing by both Parties.

3. Permissions and Rights

a. Use of Charity name, logo and trademark. The Charity hereby grants Small Act a non-exclusive, non-assignable, non-transferrable license to use the Charity’s name, logo, and trademark on marketing or press materials pursuant to the terms hereof to promote Small Act’s programs and services until the termination of this Agreement. The Charity’s name logo and marks shall be used in the exact form, style and type then prescribed in writing by the Charity and shall remain exclusively the property of the Charity.

b. Use of Small Act name, logo and trademark. Small Act’s names and marks shall be used only in exact form, style and type prescribed in writing by Small Act and shall remain exclusively the property of Small Act.

4. Type of Relationship

a. Not Fundraising. This Agreement does not constitute and shall not be construed as constituting a partnership, joint venture for profit or any other purpose, employer or principal/agent relationship between Small Act and Charity or any beneficiaries of Charity’s contributions as described in this Agreement. No parties shall have any right to obligate or bind the other parties in any manner whatsoever. In no event shall this Agreement be construed as a contract or agency agreement for Small Act to solicit or consult on the solicitation of contributions from others on behalf of Charity.

b. No Collection of Donations. Small Act shall not collect charitable donations meant for Charity.

5. Mutual Indemnification. Each party shall protect, defend, indemnify and hold harmless the other and its agents, shareholders, representatives, directors, officers, contractors, attorneys and employees from and against any and all reasonable documented damages (not including tax liabilities) based on, arising out of or in any way related or connected with the indemnifying party’s performance of this Agreement or any breach thereof arising out of the gross negligence, recklessness or willful misconduct of the indemnifying party. This indemnification obligation shall continue beyond the termination or expiration of this Agreement and is reciprocal.

6. Termination. This Agreement may be terminated by either party for any reason with thirty (30) days written notice to the other party. This Agreement shall terminate on the 30th calendar day following delivery of the written notice.

7. No Assignment. Neither Small Act nor Charity shall assign this agreement without written approval of the other party.

8. Waiver of Rights. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior or subsequent breach of the same, or any prior, concurrent or subsequent breach of any other, provisions under this Agreement, and no waiver shall be effective unless made in writing and signed by an authorized representative of the non-breaching party. The failure of any party here to to insist upon strict compliance of this Agreement, or any of the terms and conditions hereof, shall not be deemed a waiver of any rights or remedies that such party may have.

9. Governing Law. This Agreement shall be construed, administered and governed in all respects under and by the internal laws of the State of Virginia, without giving effect to principles of conflict of laws, and applicable federal laws.

10. Severability. If any provision of this Agreement is found, held or deemed to be void, unlawful or unenforceable under any applicable statute or other controlling law, the remainder of the Agreement shall continue in full force and effect.

11. Authority. Each party warrants that it has the right, power and authority to enter into this Agreement, grant the rights and benefits herein described and satisfy the obligations hereunder. This Agreement may be executed in counter parts, including by fax or by email and by different parties on separate counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same instrument.

12. Level of Participation. The Charity may participate in any or all of the programs and/or services that Small Act offers. Small Act has and will offer more programs and services over time, including, but not limited to Internet Search, Internet Advertising, TXT/Mobile Advertising, Facebook applications, Personalized Start Pages for Charities, and Cause Centric Start Pages.

13. Headings and Subheadings. Headings and subheadings in this Agreement are inserted for convenience only and are not to be considered in the construction of the provisions hereof.

14. Limited Engagement. The Charity will only engage in activities necessary to protect the name, logo, mailing list and other intangible property rights that are the subject of this licensing agreement and, notwithstanding any other provisions in this agreement, the Charity is not under any obligation to engage in any activity or to provide any service to Small Act.

15. Complete Agreement. The entire relationship and set of obligations between the Small Act and the Charity are included in this Agreement. There are no other terms or conditions.

I HAVE READ THIS USER AGREEMENT AND AGREE TO ALL THE PROVISIONS ABOVE.