DLA Ally Organization Terms of Service
- Connected Giving Platform. DLA will create multiple donation portals as part of the national media campaign to advance visibility of the Ally organizations.
- Processing Contributions. DLA will process the charitable contributions and the allocated amount due to the Organization for their fundraising efforts (per the signed Work Order for that Organization) will be paid to the Organization within thirty days of the end of any month via electronic disbursements.
- Organization Intellectual Property. Organization grants to DLA a limited, non-exclusive, non-transferable, non-assignable revocable right and license to use the service marks, trade names and logos (the Organization “Marks”) in connection with the provision of services pursuant to this Agreement. DLA acknowledges the Organization’s exclusive right, title and interest in its name and Marks and its grant of authority to DLA for use of same. Upon the termination of this Agreement, all rights to, and interest in, the Organization’s Marks held by the DLA shall revert fully to the Organization.
- DLA Intellectual Property. DLA grants to the Organization for the duration of this Agreement, including any renewal, a limited, non-exclusive, non-transferable, non- assignable revocable right and license to use the DLA Customized Connected Giving Platform as described in this Agreement. DLA, including its affiliates who may provide services for the Platform, shall retain all ownership of the services, the software, the platform, the Platform, and all related intellectual property rights (excluding any intellectual property provided by the Organization). All work product developed by DLA shall be owned exclusively by DLA.
- Confidential Information. Neither party will disclose the other’s Confidential Information in any manner to any third party without the prior written consent of the non-disclosing party, except as required by law. When disclosure is required, the disclosing party shall provide notice to the non-disclosing party and shall take all reasonable steps to limit the extent of the disclosure. Excluded from Confidential Information is any information that becomes publicly available without being caused, in whole or in part, by the party receiving the information.
- Restrictions on Use. Organization will use the Platform only in compliance with (i) the rights granted hereunder, and (ii) in accordance with all applicable laws and regulations.
- Indemnification. Organization shall indemnify and hold DLA harmless from and against all claims, suits, losses, damages and expenses, including but not limited to reasonable attorneys’ fees, arising out of or relating to this Agreement, to the extent such claims, damages, losses or expenses are caused by the fault or neglect of Organization or anyone engaged or employed (directly or indirectly) by Organization. DLA shall indemnify and hold Organization harmless from and against all claims, suits, losses, damages and expenses,including but not limited to reasonable attorneys’ fees, arising out of or relating to this Agreement and the performance of any work hereunder, to the extent such claims, damages, losses or expenses are caused by the fault or neglect of DLA or anyone engaged or employed (directly or indirectly) by DLA. The provisions of this Paragraph 11 shall survive the termination or expiration of this Agreement.
- Limitation of Liability. Notwithstanding anything to the contrary, DLA and its agents shall not be liable for any matter arising out of this Agreement, for (a) error or interruption of use, loss or inaccuracy or corruption of data; (b) the cost of procurement of substitute goods, service, or technology; (c) indirect, exemplary, incidental, special or consequential damages, even if such party has been advised of the possibility of such loss or damage; (d) matters beyond its reasonable control; or (e) unauthorized use of property.
- Cross-member Participation: DLA is dedicated to expanding and amplifying the reach of our member organizations. DLA shall identify initial organizational members. Messaging of member organization globally distributed resulting in donors shall identified as a new member. DLA shall not share member lists, both initial and new with other member organizations.
- Ownership Data Lists. Data lists, including but not limited to initial organizational membership data, donor or commercial lists gathered, obtained and/or shared by the Organization, in accordance with this agreement shall be owned by the organization. Data lists, including but not limited to DLA membership data, donor or commercial lists gathered, obtained and/or shared by DLA, in accordance with this agreement shall be owned by DLA. Jointly obtained new member/donor shall be jointly owned by the DLN and the Organization.
- Term. This Agreement will commence on the Effective Date and continue for 12 months from the Effective Date, after which time the term of this Agreement shall automatically renew for successive 12 month periods unless either party delivers written notice to the other party of its desire to terminate this Agreement at least 30 days prior to any such renewal.
(a) Organization may terminate this Agreement upon written notice to DLA if DLA is in breach of any material provision of this Agreement and such breach remains uncured for a period of 10 calendar days. DLA may terminate this Agreement upon written notice to Organization if Organization is in breach of any material provision of this Agreement and such breach remains uncured for a period of 10 calendar days.
(b) Organization may terminate this Agreement for convenience at any time by giving 30 calendar days prior written notice to DLA.
(c) In the event of any termination of this Agreement by DLA pursuant to this section of this agreement or by Organization pursuant to this section of this Agreement, current data list owned by Organization shall be delivered to Organization within 5 business days of the effective date of such termination. DLA shall remove Organization data list, not jointly owned from DLA’s database on the date of termination.
Survival. Upon termination, all rights and duties of the parties toward each other cease except that Sections 3, 4, 5, 6, 7, and 9 will survive termination or expiration of this Agreement.
Material Breech. DLA’s specific purpose of this corporation is to promote and advocate for the recognition, constitutional adoption, protection and enforcement of individual human rights. DLA through direct action and other forms of advocacy and education works to ensure human rights based principles and values form the basis of our social, economic and political institutions. A material breech is defined as an act against DLA’s purpose.
11.Miscellaneous Provisions. This Agreement is not assignable or transferable without the other party’s prior written consent; it is the complete and exclusive statement of the mutual understandings of the parties and supersedes and cancels all previous written and oral understandings to which this Agreement relates; it shall be governed by and construed according to the laws of the State of Florida, and shall not be construed against the drafter; it creates no agency or partnership between the parties; and it may be modified or amended as necessary but only through a written instrument signed by both parties. Notices may be given to the addresses listed on the executed Work Order. The parties agree that any suit or action relating to this Agreement shall be instituted and commenced exclusively in the federal or state courts in Clearwater, Florida, and the parties hereby waive the right to change such venue and hereby consent to the jurisdiction of such courts. If a party must bring suit or other action related to this Agreement, the prevailing party shall be entitled to an award of costs, reasonable attorney’s fees and interest at the maximum rate permitted by law in addition to any other relief awarded.
By proceeding with an application to the Ally Organization Program, I, as designated representative of this organization, indicate that I understand, agree to and accept the terms and conditions as contained herein.