GLIMPSE™ Fundraising Terms and Conditions of Use

1 Important Notice

These terms and conditions need to be read together with the Charity Sign Up Form, the Fee Sheet and (if applicable) any agreement for Additional Services (the 鄭greement). These documents constitute the entire understanding between ShakeIt Inc. its product the GLIMPSE, A New Perspective Platform, all other products of ShakeIt Inc. (GLIMPSE), and the Donee regarding the provision of the Services. To the extent of any inconsistency between these terms and conditions and the other documents, then these terms and conditions prevail.

2 Conditions Precedent

2.1 If the Donee is required under any applicable Fundraising Authority or the Fundraising Statutes to:

(a) obtain approval from;

(b) provide relevant notice to; or

(c) request modifications to its Fundraising Authority from,

any Agency or relevant regulatory body as a result of its agreement with ShakeIt Inc. for the provision of the Services (including, but not limited to, the provision of Fundraising Campaigns), the Donee will take all necessary steps to obtain the relevant approval or modification, or to provide the relevant notice.

2.2 If clause 2.1 applies, GLIMPSE will not provide the Services until the Donee has provided written confirmation that the relevant approval, modification or notice has been obtained or provided.

3 GLIMPSE痴 Obligations

3.1 GLIMPSE will provide the Services in accordance with these terms and conditions.

3.2 The Donee may request that GLIMPSE provide Additional Services or a Fundraising Campaign. Any Additional Services and/or Fundraising Campaign will be negotiated in good faith, and agreed in writing by the Parties. Any agreed Additional Services and/or Fundraising Campaign will form part of the Services.

3.3 GLIMPSE, in its sole discretion:

(a) may alter, suspend or terminate some, or all of the Services at any time by providing reasonable notice to the Donee in writing;

(b) may reject or remove any Content; and

(c) may edit or modify any Content if, in ShakeIt Inc.痴 reasonable opinion, it is necessary to protect GLIMPSE or a related entity of ShakeIt Inc, or would be required to comply with any applicable law, regulation or code.

3.4 GLIMPSE may, in its sole discretion, suspend some or all of the Services in order to carry out essential maintenance work to the GLIMPSE Website and/or App or any aspect of the Services, or upon the occurrence of an event beyond the control of GLIMPSE.

3.5 GLIMPSE will endeavor to notify the Donee of any planned suspension of the Services as soon as practicable.

3.6 GLIMPSE will transfer to the Donee the funds that have been received from Donors, less any fees and charges in accordance with clause 10:

(a) within 14 days of collection where a Donee is domiciled in, and registered in the United States of America; or

(b) on a monthly basis were a Donee is domiciled and registered in a country other than the United States of America.

3.7 Despite any other clause in these terms and conditions, GLIMPSE will not transfer any funds raised unless GLIMPSE has received those funds from the Donor.

3.8 GLIMPSE will maintain, and provide to the Donee as a monthly report, records of:

(a) all funds received in the course of providing the Services;

(b) the amount of any fees and charges deducted in accordance with clause 10; and

(c) all funds transferred to the Donee.

3.9 Upon request, GLIMPSE will provide an annual report from its external auditors, including that the auditors have examined GLIMPSE痴 records and are satisfied that all funds received from Donors by GLIMPSE on behalf of the Donee, and all receipts issued by GLIMPSE to Donors on behalf of the Donee, have been reflected in the reports issued by GLIMPSE under clause 3.8.

3.10 Within 30 days of termination of the Agreement, GLIMPSE will provide to the Donee a final report containing the information in clause 3.8, and where the Donor has authorized it, the name, and contact details of the Donors who have donated to the Fundraising Campaign(s).

3.11 GLIMPSE will provide receipts to Donors on behalf of the Donee. Receipts must include the following information:

(a) a statement that the receipt is issued by GLIMPSE as Fundraising Agent of the Donee;

(b) the name of the Donee and its Registered Business Number;

(c) a statement that the receipt is for a gift;

(d) the date the gift was made;

(e) the amount of the gift;

(f) whether the Donee is a deductible gift recipient.

3.12 GLIMPSE will implement reasonable internal controls and safeguards to ensure accountability for all the funds received.

3.13 GLIMPSE acknowledges that:

(a) the Donee owns the Intellectual Property Rights in the Content; and

(b) GLIMPSE will only use the Content as required to provide the Services or as required by law.

4 Donee痴 obligations

4.1 Donee acknowledges and agrees that:

(a) GLIMPSE owns the Intellectual Property, including any improvements or goodwill developed through the Donee痴 use of the Intellectual Property;

(b) GLIMPSE has not, and will not, provide legal, financial or taxation advice to the Donee.

4.2 Donee undertakes to:

(a) provide truthful, accurate and complete information to GLIMPSE and ensure that the information held by GLIMPSE about the Donee is kept up to date. In this regard, the Donee undertakes to notify GLIMPSE as soon as reasonably practicable:

(i) of any changes that impact upon the Donee痴 Fundraising Authorities or the Donee's ability to meet its obligations under the Agreement; or

(ii) if the information that the Donee has provided to GLIMPSE about the Donee changes;

(b) provide GLIMPSE with copies of all proposed marketing and promotional material featuring GLIMPSE痴 name and/or trademarks for GLIMPSE痴 prior written approval, which will not be unreasonably withheld or delayed. Donee will provide GLIMPSE with no less than 10 Business Days to approve material; and

(c) ensure that the Content will not breach any applicable law or bring, or be likely to bring GLIMPSE, the Services, or a related entity of GLIMPSE, into disrepute.

4.3 Donee grants to GLIMPSE

(a) an irrevocable right to deduct any fees and charges payable under clause 10 from the funds that have been received from Donors prior to paying the Donee the balance under clause 3.6; and

(b) a non-exclusive, non-transferable, royalty-free worldwide license to use, copy, display, publish, reproduce, adapt and communicate the Content for the duration of the Agreement, for the purpose of providing the Services.

5 Compliance Obligations

5.1 The Donee undertakes and agrees at its own cost to:

(a) comply with any applicable Fundraising Statutes, or Fundraising Authority;

(b) comply with all applicable laws and regulatory requirements (including under the Privacy Act (Cth) 1988), relating to its obligations under the Agreement ;

(c) advise GLIMPSE, as soon as practicable, of any changes to its Fundraising Authority, including any subsequent addition, variation or deletion of a condition;

(d) advise GLIMPSE, as soon as practicable, of any changes to its charitable status or tax status;

(e) hold and maintain, all necessary insurances including without limitation professional indemnity insurance, worker痴 compensation and public liability insurance; and

(f) return any donations to Donors who have addresses in Countries, States, or in Territories in which the Donee is not legally entitled to collect or solicit donations.

5.2 GLIMPSE undertakes and agrees at its own cost to:

(a) comply with any applicable Fundraising Statutes, or Fundraising Authority; and

(b) comply with all applicable laws and regulatory requirements (including under the Privacy Act (Cth) 1988), relating to its obligations under the Agreement .

6 Warranties

6.1 In applying for the Services, the Donee represents and warrants that:

(a) it is authorized to enter into an agreement for the provision of the Services, including any Additional Services;

(b) it is a Charitable Organization registered with the respective Governing Body for their country;

(c) the information that was, or will be, provided to GLIMPSE in the Charity Sign Up Form for the Services is true and correct;

(d) if it has indicated in the Charity Sign Up Form that it is a Deductible Gift Recipient, a Donor will be entitled to claim a tax deduction for any donation made to the Donee that is a Gift;

(e) if it has indicated in the Charity Sign Up Form that it is not a Deductible Gift Recipient, it will be made clear to any potential Donor (including through the Content) that they will not be entitled to claim a tax deduction for any donation made to the Donee;

(f) it has obtained and will keep in place all appropriate insurance policies necessary to fulfil its obligations under the Agreement;

(g) it is using the Services for a charitable purpose or to benefit the community;

(h) it owns the Content or is otherwise entitled to grant GLIMPSE the right to use it in accordance with the Agreement; and

(i) the Content does not, and GLIMPSE痴 use of the Content will not, infringe the Intellectual Property Rights of any person;

6.2 GLIMPSE represents and warrants that:

(a) it is authorised to enter into an agreement for the provision of the Services, including any Additional Services;

(b) it has obtained and will keep in place all appropriate insurance policies necessary to fulfil its obligations under the Agreement ; and

(c) it owns the Intellectual Property, or has the appropriate agreements and licences in place in order to use it and provide the Services in accordance with the Agreement.

6.3 A party will notify the other party as soon as practicable upon becoming aware that any of the warranties in clause 6.1, or 6.2 respectively, are no longer, or the party believes are no longer correct or applicable. The parties acknowledge that time is of the essence.

7 Appointment as a Fundraising Agent

The Donee appoints GLIMPSE, and, subject to the Donee satisfying the terms of the Agreement, GLIMPSE accepts the appointment as, the Donee痴 Fundraising Agent for the purposes of collecting donations in accordance with the Agreement

8 Information

8.1 The parties acknowledge and agree that:

(a) GLIMPSE owns, and has all rights and entitlement to access, use and store information and data that is provided to GLIMPSE by Donors through the GLIMPSE System. For the avoidance of doubt, this includes information that the Donor provides when establishing a profile on the GLIMPSE System (as either a regular Donor or as a guest) and making donations to charitable causes;

(b) Donee owns information that has been provided by the Donor when making a charitable donation to the Donee. Should a Donor request to remain anonymous, or request that information not be provided to the Donee, the Donee will not own, or be provided with, that information;

(c) the Donee may access the information referred to in clause 8.1(b) during the term of this Agreement through the Website; and

(d) GLIMPSE and the Donee acknowledge that if information falls within both clause 8.1(a) and 8.1(b), GLIMPSE and the Donee will have their respective rights as contained within 8.1(a) and 8.1(b) with regards to that information.

9 Termination

9.1 Either party may terminate the Agreement (including any agreement for Additional Services) by providing 60 days prior written notice.

9.2 GLIMPSE reserves the right to immediately terminate the Agreement (including any agreement for Additional Services) if GLIMPSE determines, in its sole discretion, acting reasonably, that:

(a) any Fundraising Campaign poses a threat to the reputation or wellbeing of GLIMPSE, the GLIMPSE Website, the App or its other users; or

(b) the Donee is in material breach of the Agreement including, but not limited to, any agreement for Additional Services.

9.3 As soon as practicable after completion of the Fundraising Campaign or termination of the Agreement (including any agreement for Additional Services), GLIMPSE will remove the Content from the GLIMPSE Website and App and, in the event of termination, cease to provide the Services and account to the Donee in accordance with its obligations under these terms and conditions.

9.4 If the Agreement (including any agreement for Additional Services) is terminated in accordance with this clause 9, all fees and charges payable that have been accrued, but not yet charged, will become payable within 28 days.

10 Fees

10.1 In accordance with the Fee Sheet, the Donee must pay:

(a) administration fees for each donation made to the Donee through the GLIMPSE System; and

(b) transaction fees, including merchant services fees(as applicable).

10.2 The Donee agrees and directs GLIMPSE to deduct all fees payable from the donations received from Donors prior to transferring the balance to the Donee in accordance with clause 3.6.

10.3 The Donee and GLIMPSE will agree in writing any fees payable for any Additional Services.

10.4 GLIMPSE may vary existing fees, or introduce new fees, by providing 60 days notice to the Donee.

11 Anti-Money Laundering and Trade Sanctions

11.1 Notwithstanding any other provision to the contrary, a party is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any AML/CTF Law or economic or trade sanctions laws or regulations applicable to that party, including without limitation the Charter of the United Nations Act 1945 (Cth) and the Autonomous Sanctions Regulations 2011 (Cth).

11.2 Notwithstanding any other provision to the contrary, the Donee agrees to provide any information and documents that are within its possession, custody or control reasonably required by GLIMPSE in order for GLIMPSE to comply with any AML/CTF Laws.

11.3 If GLIMPSE forms the view that, in its reasonable opinion, it is required to disclose information obtained in connection with the Agreement to any person in order to comply with any AML/CTF Laws, the parties agree that, to the extent permitted by law, such disclosure will not breach any duty of confidentiality owed by it to the Donee.

11.4 The Donee represents, warrants and undertakes to GLIMPSE that it will not request GLIMPSE to take any action, or to perform any obligation, that may cause GLIMPSE to be involved in any breach of the AML/CTF Laws. Should the Donee become aware that GLIMPSE might, or has, become involved in an act that contravenes the AML/CTF Laws in connection with the Agreement, the Donee must immediately inform GLIMPSE of the relevant facts or circumstances.

11.5 The Donee agrees that GLIMPSE may disclose any information concerning the Donee to any law enforcement agency or court where required to do so under any law or regulation (including a law or regulation of a foreign place or jurisdiction).

11.6 The Donee acknowledges that any breach of this clause constitutes a material breach and entitles GLIMPSE to immediately terminate the Agreement in accordance with clause 9.

12 Indemnity

12.1 Each party indemnifies the other party, its directors, employees and agents from and against any loss or liability (including legal costs and expenses but excluding indirect loss or consequential loss) suffered or incurred by the other party arising out of, in connection with, a breach of the Agreement.

12.2 Each indemnity in the Agreement survives the expiry or termination of the Agreement.

13 Limitation of Liability

13.1 GLIMPSE痴 liability to the Donee for any loss or damage arising from the provision of Services shall be limited to :

(a) supplying the Services again, or

(b) payment of the costs of having the Services supplied again.

13.2 Donee痴 liability to GLIMPSE for any loss or damage arising from the provision of Services shall be limited to the total sum of the Services provided under the Agreement and any agreement for Additional Services.

13.3 Neither party will be liable for any indirect, special or consequential loss or damage of any nature whatsoever resulting from or caused in any way by the carrying out of or providing of any Services.

14 Confidential Information

14.1 GLIMPSE and the Donee shall treat any Confidential Information as confidential

14.2 Each party undertakes not to use Confidential Information of the other party or disclose that information to any person or allow or make it possible for any person to observe that information, except with the prior approval of that other party or as required by law (for the avoidance of doubt, a party may disclose Confidential Information to its professional advisers or a related body corporate as necessary for performing its obligations or exercising or protecting its rights under the Agreement).

14.3 Where a party is required to disclose Confidential Information to comply with any applicable law or requirement of any governmental agency or regulatory body (including any Fundraising Authority), they must promptly give notice of its disclosure to the other party to the extent practicable, and uses its reasonable endeavours consistent with its obligations to minimise any such disclosure and to ensure that any Confidential Information so disclosed will be treated as confidential. A party must endeavour to notify the other party prior to disclosure or, if not possible to notify prior to disclose, as soon as reasonable practicable following disclosure.

15 GST and other Taxes

The Fees and all other monies payable by the Donee pursuant to the Agreement are exclusive of GST unless otherwise stated.

16 Entire Agreement

The Agreement contains the entire agreement between the parties and supersedes all prior agreements. A waiver by either Party of any term or condition shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof.

17 Severability

If anything in the Agreement is unenforceable, illegal or void then it is severed and the rest of the Agreement remains in force.

18 Survival

The covenants, conditions and provisions of the Agreement which are capable of having effect after the expiration of the Agreement shall remain in full force and effect following the expiration of the Agreement including without limitation clauses 12, 13 ,14 and 19.

19 Governing Law

The Agreement will be governed by and construed pursuant to the laws of Iowa and the United States of America. The parties submit to the exclusive jurisdiction of that State and the United States of America in respect of all matters or things arising out of the Agreement.

20 Notices

20.1 Service of any notice under or relating to the Agreement will be sufficiently served:

(a) if delivered personally to the party to be served;

(b) if left at or sent by pre-paid registered post to:

(i) the address of the party to be served as set out in the description of that party at the beginning of the Agreement;

(ii) the last known place of abode or business of the party to be served; or

(iii) the registered office of any party to be served which is a company; or

(c) and in the case of posting such notice will be deemed to have been duly served on the second Business Day after such notice has been posted.

21 Force Majeure

21.1 Neither party will be liable to the other for any default under the Agreement caused by: industrial or civil dispute, war, governmental action, riot, strikes, flood, fire, drought, act of God, or any other cases which are beyond the reasonable control of the defaulting party (擢orce Majeure Event).

21.2 On the occurrence of a Force Majeure Event, the party affected will, as soon as practicable, give notice and full particulars in writing to the other party and the parties will consult with each other and cooperate to determine the best course of action.

22 Variation

22.1 GLIMPSE may, by giving the Donee prior notice, change these terms and conditions. The change takes effect from the time such notice is effective.

22.2 Without limiting clause 22.1, GLIMPSE may change these terms and conditions without prior notice if GLIMPSE considers it is required to comply with an applicable law, regulation or code, in which case GLIMPSE will give notice as soon as reasonably practicable.

23 Assignment

No party may assign any of its rights under the Agreement without the prior written consent of the other party.

24 Partnership

Notwithstanding any other term in the Agreement, the Agreement does not constitute a legal partnership or a joint venture between the parties.

25 Definitions and interpretation

(a) In these terms and conditions;

(b) the singular includes the plural and vice versa;

(c) headings are for convenience only and do not affect interpretation;

(d) a reference to a clause is a reference to a clause of these terms and conditions;

(e) an expression to a natural person includes a body corporate, partnership, joint venture or association;

(f) a reference to a statute or regulation includes all amendments, consolidations or replacements thereof;

(g) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these terms and conditions;

(h) a covenant, agreement, representation or warranty on the part of or in favour of two or more persons is for the benefit of or binds them jointly and severally;

(i) if an event must occur on a stipulated day which is not a Business Day, then the stipulated day will be taken to be the next Business Day; and

(j) a reference to a body, whether statutory or not:

(i) which ceases to exist; or

(ii) whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

Definitions

Additional Services means any other services that GLIMPSE makes available to the Donee from time to time that are in addition to the Basic Services.
Agency means the authority responsible for administering the relevant Fundraising Statutes.
Agreement means the entire agreement between the Donee and GLIMPSE, made up of these terms and conditions, the Charity Sign Up Form, the Fee Sheet and (if applicable) any agreement for Additional Services.
AML/CTF Laws means the Anti-Money Laundering and Counter-Terrorism Financing Act (Cth) 2006 and any other anti-money laundering or counter-terrorism financing laws or regulations including without limitation, any laws or regulations imposing "know your customer" or other identification checks or procedures, that apply to a party, in any jurisdiction, in connection with the Agreement.
App means the software program used on mobile devices and currently called GLIMPSE, A New Perspective.
Basic Services means the GLIMPSE Social Networking Services and GLIMPSE Donate Now as updated from time to time by GLIMPSE.
Business Day means a day on which banks are open for business in Des Moines, Iowa - United States.
Charitable Organization means an organization which is required to have a Fundraising Authority to solicit donations from the public.
Charity Sign Up Form means the registration form (currently located on the GLIMPSE Website) that Donee's must complete in order to use the GLIMPSE System and includes updated versions of that form.
Confidential Information of a party means information in any form or media, and whether given by the party or acquired or created directly or indirectly before or after the date of the Agreement by the other party, including: (a) the Agreement; and (b) all information, know-how, ideas, concepts, technology, manufacturing processes, industrial, marketing and commercial knowledge of a confidential nature (whether in tangible or intangible form) relating to or developed in connection with or in support of the business of the party which is disclosed, communicated or delivered to, learnt by, or which otherwise comes to the knowledge of or into the possession of the other party under or in connection with the Agreement or any Work Schedule or Statement Of Work, but does not include: (c) information which is or becomes generally available in the public domain (other than through any breach of confidence); (d) information rightfully received by the other party from a third person who is under no obligation of confidentiality in relation to the information and who has not obtained that information either directly or indirectly as a result of a breach of any duty of confidence owed to the first party; or (e) information which has been independently developed by the other party.
Content means photos, artwork, videos, text, graphics, articles, trademarks or other information provided by Donee that may be used by GLIMPSE to provide the Services.
Deductible Gift Recipient means photos, artwork, videos, text, graphics, articles, trademarks or other information provided by Donee that may be used by GLIMPSE to provide the Services.
Deductible Gift Recipient means an organization which is endorsed by the International Tax Laws as a deductible gift recipient, as well as the United States of America Tax Laws
Donee means the charitable organization who applied for the Services by completing the Charity Sign Up Form.
Donor means any person that donates money through GLIMPSE.
Fundraising Agent means GLIMPSE acting in its capacity of a registered fundraiser under the various Fundraising Statutes.
Fundraising Authority means all necessary licenses, consents, permissions, authorities, registrations, permits or other authorities the Donee is required to have in order to request donations from the public.
Fundraising Campaign means fundraising and marketing services undertaken by GLIMPSE for the Donee under the terms of the Agreement and in accordance with specifications contained in a CCA agreed to by the parties
Fundraising Statutes means any applicable fundraising legislation or regulations in the relevant jurisdiction including an overseas jurisdiction, as the case may be.
Gift means a gift that satisfies the conditions of a gift as set out in Taxation Ruling TR 2005/13 Income tax: tax deductible gifts
Intellectual Property means the App, Website, Charity Sign Up Form, GLIMPSE痴 Confidential Information, GLIMPSE System, GLIMPSE Trade Marks and any Intellectual Property Rights in those things.
Intellectual Property Rights means any and all rights in respect of or in connection with any Confidential Information, Intellectual Property, copyright (including future copyright and rights in the nature of or analogous to copyright), inventions (including patents), designs or trade marks throughout the world, whether such rights are afforded protection by a system of registration or not, and includes all rights to apply for registration of such rights where applicable.
Nominated Account means the bank account nominated by the Donee to GLIMPSE in writing, into which GLIMPSE will remit donations for the Donee.
Privacy Policy means the GLIMPSE Privacy Policy currently located at the Website as updated from time to time.
Fee Sheet means the document located on the Website, that sets out GLIMPSE痴 fees for providing the Services and GLIMPSE System, as amended and updated from time to time.
Retail Widget Fundraising means the fundraising system where a donation facility is located on third party websites enabling Donors to directly donate through GLIMPSE.
Services includes the Basic Services, any Additional Services, Fundraising Campaigns and any other additional services that GLIMPSE agrees to provide to Donors from time to time.
GLIMPSE means GLIMPSE, A New Perspective; A Subsidiary of Shakeit Inc.
GLIMPSE System means the system of collecting donations, including micro-donations, from donors through website, mobile devices and other fundraising techniques developed by GLIMPSE from time to time including, but not limited to, Retail Widget Fundraising, GLIMPSE Now Fundraising and Peer-to-Peer Fundraising.
Website means the website located at www.glimpse.global as amended from time to time.

Last updated: June 11, 2016

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