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SPONSORING ORGANIZATION AGREEMENT

SPONSORING ORGANIZATION AGREEMENT

The website silentfundraising.com (the "Site") is owned and operated by Sperka International LLC. ("Silent Fundraising"). As a Sponsoring Organization conducting an online auction using the Silent Fundraising service platform (the "Service") you agree to these terms and conditions. These terms along with (i) your completed Sponsoring Organization Registration and Qualification form, (ii) the Silent Fundraising Terms of Service (http://www.silentfundraising.com/terms), and (iii) the Silent Fundraising Privacy Policy (http://www.silentfundraising.com/privacy) constitute your agreement with us (collectively this "Agreement"). You understand that this Agreement may be amended by us and you agree to abide by all such amendments. We will provide reasonable notice of changes.

Some Definitions.

"Agreement" means these terms and conditions along with (i) your completed Sponsoring Organization Registration and Qualification form, (ii) the Silent Fundraising Terms of Service (http://www.silentfundraising.com/terms), and (iii) the Silent Fundraising Privacy Policy (http://www.silentfundraising.com/privacy)

"Silent Fundraising", "Company", "we", us" and "our" means Sperka International LLC.

"Sponsoring Organization", "you'' and "your" means the entity whose name and address is stated on the completed Sponsoring Organization Registration and Qualification form.

"Service" means Silent Fundraising's proprietary hosted website auction platform that connects non-profit organizations with individuals and businesses interested in supporting their fundraising efforts through online auctions. Silent Fundraising is not a charitable organization and is not a party to any transaction between or among donors, Sponsoring Organizations and Bidders that occur as a result of the use of our Site and the Service we provide.

"Auction" means an online auction conducted by a Sponsoring Organization using the Service.

"Auction Site" means a digital platform provided by Silent Fundraising consisting of a website hosted by Silent Fundraising with its own unique Uniform Resource Locator and through which a Sponsoring Organization conducting an Auction customizes and conducts an online auction during which Bidders may submit bids to acquire items or services from the Sponsoring Organization upon the terms and conditions presented by the Sponsoring Organization on the Auction Site.

"Site" means www.silentfundraising.com.

"Bidder" means a person or entity registered with Silent Fundraising as a bidder participating in online auctions conducted by a Sponsoring Organization through the Site and the Service.

"Donor" means an individual or entity contributing items or services to a Sponsoring Organization for purposes of auction using the Service.

1. Overview of the Service.

1.1 The Site and the Service comprise a hosted website auction platform that connects non-profit organizations with individuals and businesses interested in supporting their fundraising efforts through online auctions.

1.2 To use our Service a Sponsoring Organization wishing to conduct an online auction satisfactorily completes the Sponsoring Organization Registration and Qualification form and is registered by us.

1.3 When a Sponsoring Organization conducts an Auction using the Service our proprietary Service operates to provide an Auction Site which the Sponsoring Organization customizes and through which it conducts an Auction during which Bidders may submit bids to acquire items or services from the Sponsoring Organization upon the terms and conditions presented by the Sponsoring Organization on the Auction Site.

1.4 Interactions between and among Bidders, donors of goods or services, and Sponsoring Organizations, that are facilitated on or through the Site, including payment for and delivery of auctioned goods or services, tax treatment of transactions, and any other terms, conditions, warranties or representations associated with such dealings, are solely between and among the Bidders, donors and the Sponsoring Organization. Silent Fundraising is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between a Bidder, donor and/or a Sponsoring Organization who enter into a transaction facilitated by the Site, Silent Fundraising is under no obligation to become involved. In the event of any such dispute you hereby release Silent Fundraising, its officers, employees, agents and successors from any claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our Service.

1.5 Each of Silent Fundraising and a Sponsoring Organization, may terminate this Agreement at any time by notice effective immediately. Upon notice of termination, as concerns Silent Fundraising, (1) any Auctions hosted through our Service but not yet commenced at the time of termination are void and no longer have any effect, and (2) any hosted Auctions in progress at the time of termination shall be terminated without any obligation or liability to Silent Fundraising. We will delete any such hosted Auctions and proposals immediately upon notice of termination. Such actions shall not give rise to any liability on our part other than the return of any fees paid in connection with an Auction that is termination by us, provided however, that we shall be under no obligation to refund fees paid by you if we have terminated this Agreement as a result of your failure to comply with the provisions of this Agreement. If you terminate this Agreement for any reason any fees paid shall be forfeit and are not subject to return.

2. The Role of Silent Fundraising.

2.1 Silent Fundraising is not a charitable organization and is not a party to any transactions between or among Sponsoring Organizations, Bidders and donors that occur as a result of the use of our Site and the Services we provide. We do not transfer legal ownership of auctioned or purchased items from the donor to the Sponsoring Organization or from the Sponsoring Organization to the successful Bidder and nothing in this agreement shall modify the governing provisions of Ca. Com. Code § 2401(2) and Uniform Com. Code § 2-401(2) under which legal ownership of an item is transferred upon physical delivery of the product to the winning Bidder by the Sponsoring Organization or to the Sponsoring Organization by the donor.

2.2 We do not warrant or guarantee the qualified tax status of any Sponsoring Organization using our Site or Services under US Internal Revenue Service regulations or the tax laws of any other jurisdiction, that any items offered for auction or sale by a Sponsoring Organization through the Site are of any specific nature or quality, will be as represented by the Sponsoring Organization, will be available, will meet a Bidder's requirements, or that any transaction will be completed. We do not warrant or guarantee in any way the tax treatment of transactions conducted using our Site or Services under US Internal Revenue Service regulations or the tax laws of any other jurisdiction, either for a Sponsoring Organization or any Bidder or donor. We are not a broker or intermediary of any type. Online auctions carried out using the proprietary platform service we provide are exclusively between donors contributing items or services to Sponsoring Organizations, interested Bidders, and the Sponsoring Organization offering items for auction and sale. We are not responsible for, nor obliged to receive or process, complaints against Sponsoring Organizations, Bidders or donors using the Service or to mediate or resolve disputes between them unless, and only to the extent that, a complaint concerns the performance of our legal or contractual obligations under this Agreement.

2.3 While Silent Fundraising makes good faith efforts to qualify Bidders, we cannot assure a Sponsoring Organization that (i) a Bidder intends to complete a transaction entered into during an Auction conducted by a Sponsoring Organization, (ii) that a Bidder has the financial capability to consummate the purchase of items bid upon during an Auction, or (iii) that the Sponsoring Organization has fully or fairly represented any or all of the information concerning items presented for sale on an Auction Site.

2.4 In providing the Service, we (i) register Sponsoring Organizations and our Service facilitates the establishment of the Sponsoring Organization's Auction Site; (ii) register potential Bidders; and (iii) through our proprietary Service we connect Sponsoring Organizations and their unique Auction Sites with prospective Bidders. Our only obligation is to provide the Service as described.

2.5 None of the information regarding Sponsoring Organizations, Auctions, Auction Sites, Bidders or other information posted on our Site constitutes an offer by Silent Fundraising.

3. Your Commitment When Registering to Conduct an Auction.

3.1 When you register with us as a Sponsoring Organization you affirm that (i) you are a business entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which your business is formed, (ii) you are a qualified charitable organization under section 501(c)(iii) of United States Internal Revenue Service ("IRS") regulations; and (iii) you have the authority to enter into this Agreement and perform your obligations hereunder.

3.2 When you conduct an Auction using our Service you are representing to us and to prospective Bidders that (i) you have a good faith intention to conduct the online Auction as presented in your customized Auction Site; (ii) you are legally able to auction or sell the items or services you list for auction on the Auction Site; (iii) the listing page of your Auction Site accurately describes all items or services listed for auction; (iv) all pricing and other applicable terms of auction and sale are fully and accurately presented for each item or service listed for auction; and (v) you will consummate transactions with successful Bidders who participate in your Auction. Your listing of items or services for auction may only include text descriptions, graphics, pictures and other content pertaining to such items. All items or services must be listed in an appropriate category.

4. Sponsoring Organization is Responsible for Arrangements Associated with an Auction.

4.1 Any contracts or other arrangements for (i) the acquisition from donors of items or services offered in connection with your Auction, and (ii) the auction, purchase, sale and delivery to successful Bidders of goods or services resulting from an Auction you conduct using our Service, are between you and the donors providing items or services for your Auction and Bidders who participate in your Auction and are solely your responsibility. Because any arrangements for your acquisition of goods or services listed for auction are between you and the donors of such items or services, and any contracts for the auction, purchase and sale of goods or services resulting from the conduct of your Auction are between you and the Bidders, any questions or concerns you may have relating to performance by a donor or a Bidder should be directed to such donor or Bidder. Silent Fundraising may assist in connection with any such questions but it is not our obligation to do so.

4.2 You are responsible to accurately complete the Auction information required in order to utilize our Service and set up your unique Auction Site. We are not responsible for inaccuracies or misleading information provided by a Sponsoring Organization on its Auction Site with respect to (i) Auction duration; (ii) bid or Bidder qualifications; (iii) availability of items or services listed for auction; (iv) pricing; (iv) methods and timing of delivery of items or services auctioned; (v) other terms and conditions applicable to your Auction; (vi) the tax treatment of any transactions associated with or resulting from your Auction; (vii) licenses or permits that may be required for the lawful conduct of your Auction; (viii) any other information presented on your Auction Site; or (ix) otherwise in connection with any transactions resulting from your Auction.

5. Privacy Policy.

We may collect registration, demographic and other information about you through our Services. Our collection and use of this information is governed by our Privacy Policy, which is incorporated into and made a part of this Agreement.

6. Your Account.

6.1 To become a Sponsoring Organization qualified to use our Service you must create an account associated with a valid e-mail address. Accounts may not be sold or transferred. Unless expressly authorized by Silent Fundraising you may only create one account per email address. To create an account and register, you must provide your entity name, address, qualified charitable organization information, phone number and e-mail address, select a password, and provide other information required by the Sponsoring Organization Registration and Qualification form. You are solely responsible for the accuracy of information provided in the your Sponsoring Organization Registration and Qualification form and all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). Silent Fundraising and its affiliates are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized party may be using your account or if any of your account information is lost or stolen.

6.2 Silent Fundraising is aware that inaccurate statements and misleading representations regarding a Sponsoring Organization, an online Auction and/or an Auction Site facilitated by the use of our Service will undermine confidence in a Sponsoring Organization, the Site and our Service. Consequently, Silent Fundraising requires that the information Sponsoring Organizations supply is accurate and that, in all respects, Sponsoring Organizations treat Bidders fairly and honorably and deal with them in good faith.

6.3 Silent Fundraising reserves the right to perform random quality assurance tests to confirm that Sponsoring Organizations who participate in the Service are prepared to conduct the online auctions they post using our Services and do so at the prices and other terms upon which they offer the online Auction.

6.4 By using our Service, you agree to cooperate at your expense in any random quality assurance tests that Silent Fundraising may employ. If our review reveals, or we otherwise learn, that a Sponsoring Organization is engaging in false or inaccurate advertising, "bait and switch" or other unfair or deceptive practices, we reserve the right to remove the Sponsoring Organization from our Service and any fees paid will be forfeited.

7. Payment for Services.

7.1 When you register with us as a Sponsoring Organization to conduct an Auction and receive the benefit of the customized Auction Site platform that is part of our Service you are agreeing to pay the fee associated with the plan you select.

8. Refunds and Cancellations.

Sponsoring Organization plan cancellations are allowed within the first 14 days and under these circumstances we will provide a full refund of any fee paid.

9. Restrictions.

9.1 You must comply with all applicable laws when using our Service. By way of illustration and not limitation, you will not, directly or indirectly:

(i) misrepresent any information contained in your Sponsoring Organization Registration and Qualification form including without limitation your tax status as a qualified charitable organization under applicable IRS regulations;

(ii) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other content made available on our Site and/or concerning the Service (collectively, "Service Content") or compile or collect any Site or Service content as part of a database or other work;

(iii) use any automated tool (e.g., robots, spiders) to access or use our Service or to store, copy, modify, distribute, or resell any Service Content;

(iv) rent, lease, or sublicense your access to our Service to another person;

(v) use our Service or Service Content for any purpose except for your own use;

(vi) circumvent or disable any digital rights management, usage rules, or other security features of our Service;

(vii) use our Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, the Service; or

(viii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Site or Service Content.

9.2 You will not, directly or indirectly: (i) reproduce, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any aspect of our Service; or (iii) circumvent or disable any security or technological features or measures of our Service.

10. Password Security.

10.1 Your Sponsoring Organization account password may be used only to access your account, use the Service, monitor the progress of any auctions you are preparing or operating, and review your completed transactions.

10.2 You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on the Site and otherwise in connection with your account.

10.3 If your password is compromised, you must change your password.

11. Access to the Site; Site Outages and Browser Incompatibilities.

You acknowledge that due to the nature of the Internet, our Site may not function properly with your web browser and operating system and that otherwise access to the Site or your unique Auction Site may be suspended, restricted or terminated at any time. We have no responsibility or liability for this.

12. Links and Third Party Content.

12.1 The inclusion of any link on our Site or in connection with the Service including without limitation your unique Auction Site created as a result of the use of our Service does not imply that we endorse, recommend or are affiliated with the linked website or Sponsoring Organization.

12.2 You are solely responsible for and assume any risk arising from your access to and/or use of any such linked websites.

13. Warranty and Limitation of Liability.

13.1 While we make reasonable inquiries of Sponsoring Organizations and Bidders that use our Site and Service and have procedures in place to monitor and screen Sponsoring Organizations and Bidders who do not satisfy our criteria, we make no warranty or guarantee as to the credit-worthiness, existence, tax status, identity or ability to conduct or complete an online auction or any transaction resulting therefrom on the part of any donor, Sponsoring Organization or any Bidder.

13.2 Silent Fundraising warrants only that the Service will be substantially in accordance with this Agreement. Your sole and exclusive remedy for Silent Fundraising's breach of such warranty shall be the return of any fee you paid to Silent Fundraising. EXCEPT FOR THE LIMITED EXPRESS WARRANTY FROVIDED ABOVE, TO THE EXTENT PERMITTED BY APPLLICABLE LAW SILENT FUNDRAISING SPECIFICALLY DISCLAIMS AND SPONSORING ORGANIZATION WAIVES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, AND DATA ACCURACY. SILENT FUNDRAISING DOES NOT WARRANT THAT THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13.3 IN NO EVENT SHALL WE BE LIABLE FOR DAMAGES THAT RESULT IN ANY WAY FROM SPONSORING ORGANIZATION'S USE OF THE SERVICE OR INABILITY TO USE THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE TO SPONSORING ORGANIZATION FOR ANY INDIRECT, SPECIAL OR INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR LIABILITY TO A SPONSORING ORGANIZATION EXCEED ANY AMOUNTS ACTUALLY PAID FOR THE SERVICE IN CONNECTION WITH WHICH THE CAUSE OF ACTION ARISES.

13.4 Except as specifically provided above you may not claim against Silent Fundraising (or any officer or employee or duly authorized agent of Silent Fundraising) to recover any damage suffered in connection with this Agreement. This Agreement sets forth Silent Fundraising's sole liability and your exclusive remedies.

14. Intellectual Property Rights.

14.1 The Service, the Site and all associated Service Content is the proprietary intellectual property of Sperka International LLC and our licensors and is protected by United States and international copyright, trademark and other intellectual property laws.

14.2 We expressly reserve all proprietary rights to our business name, and related logos, trademarks, service marks, business methods and copyrighted materials and you agree that you will not use, reproduce, modify, distribute or display our proprietary materials in any manner.

15. User Conduct and Postings to our Site or Your Auction Site.

15.1 We may, from time to time, allow you to post information and content to our Site and to the Auction Site managed by a Sponsoring Organization. You agree that we are free to use any comments, information, ideas, concepts and methods in any post or submission that you may make to our Site (a "Submission"), without compensation or acknowledgement. Furthermore, by making any Submission on the Site, you grant us a perpetual, nonexclusive, fully paid, royalty-free, irrevocable, sub licensable, worldwide license and right to display, use, perform, reproduce, modify, distribute and create derivative works of the Submission in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.

15.2 BY POSTING OR PROVIDING ANY SUBMISSION, YOU REPRESENT AND WARRANT THAT PUBLIC POSTING AND USE OF YOUR SUBMISSION BY US WILL NOT INFRINGE UPON OR VIOLATE THE RIGHTS OF ANY THIRD PARTY.

15.3 You will not use our Service or any aspect of it to:

(i) upload, post, email, or otherwise transmit any Submission that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(ii) harm us or third parties in any way;

(iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

(iv) upload, post, email, or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(v) upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright, or other right of any party;

(vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other forms of solicitation;

(vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

(viii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(ix) intentionally or unintentionally violate any applicable local, state, national or international law or regulation;

(x) "stalk" or otherwise harass another; or

(xi) collect or store personal data about other users.

16. Indemnity and Defense.

16.1 To the fullest extent permitted by applicable laws you will defend, indemnify and hold harmless Silent Fundraising and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) that arise out of or relate to:

(i) your use of the Site and any aspect of the Service;

(ii) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement;

(iii) any content you provide including but not limited to any actual or alleged infringement of any intellectual property or proprietary rights of any third party; and

(iv) any transaction you enter into with any donor or Bidder as a result of your use of the Site or the Service.

17. Generally.

17.1 These terms and conditions along with your completed Sponsoring Organization Registration and Qualification form, the Silent Fundraising Terms of Service, and the Silent Fundraising Privacy Policy contains the entire agreement between you and Silent Fundraising with respect to the subject matter hereof. Any amendments to or modifications of this Agreement shall be valid only if made in writing and signed by Silent Fundraising.

17.2 This Agreement is not assignable or transferable by you without Silent Fundraising's prior written approval.

17.3 Should one or more of the provisions of this Agreement be held to be invalid by a court or other tribunal of competent jurisdiction, the remaining provisions of the Agreement shall be valid and binding as though such provision were not included.

17.4 This Agreement shall be governed by the laws of the United States and the State of California. If a dispute or claim relating to the Agreement arises, the parties shall comply with the dispute resolution provisions contained in the Silent Fundraising Terms of Service that are a part of this Agreement.

18. Contacting Us.

If you have any questions or concerns about our Service or this Agreement you may contact us by email at: support@silentfundraising.com or via the contact link contained on the Site.


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