Last updated July 14, 2017

This Donor Service Agreement (the “Agreement”) is between you (“You” or “Donor”) and R City Rocks, LLC, a North Carolina limited liability company whose principal place of business is 1249 Kildaire Farm Road #200, Cary, NC 27511 (“RCR”). In consideration of the mutual covenants contained herein, RCR and Donor agree as follows:

1. Services. RCR agrees to facilitate the relationship between You and certain Nonprofit organizations (individually, a “Nonprofit” and collectively “Nonprofits”) by:
   1. creating a profile page for You on RCR's website with a personalized URL which shall indicate the total amount donated by You, a code to link back to profile page from Your website, and a window decal to You to show Your participation in RCR;
   2. creating a management center for You on RCR's website to view itemized giving history, make payments, and view receipts of consumer participants (individually, a “Participant” and collectively “Participants”);
   3. maintaining the registrations and receipts of Nonprofits and Participants, including verification of Nonprofits' tax-exempt status under 26 U.S.C. § 501(c)(3) and confirmation that Nonprofits will provide year-end donation receipts to You; and
   4. providing access to a payment processing service vendor.
2. Compensation.
   1. In full and complete consideration for performing the Services:
      1. You shall pay a monthly service fee of Forty-Nine Dollars ($49.00) to RCR, beginning on the first day of the month following Your registration; and
      2. You shall also pay five percent (5%) of Your monthly total sales as shown on Participants' receipts uploaded within two (2) weeks of the date of the receipt to the Nonprofit designated by the Participant, due by the first day of each month for all sales logged during the previous calendar month.
   2. All fees shall be paid to RCR's designated payment processing service vendor (which may change from time-to-time). You must maintain a credit card on file with RCR's current designated payment processing vendor. If Your credit card on file cannot be charged or lacks sufficient funds to pay the outstanding balance, the interest outlined under Section 2.3 will accrue until a replacement credit card is provided.
   3. Monthly fees under Section 2.1.1 or 2.1.2 will be considered late as of the 5th of the month and will be charged interest at the highest legal rate. If such monthly fees remain unpaid as of the last day of the calendar month, Donor's account will be inactivated and this Agreement will be terminated, with all outstanding fees remaining due and accruing interest.
   4. Monthly fees under Section 2.1.2 will be held by RCR's designated payment processing service vendor for two (2) weeks to allow You or Nonprofits to dispute any charges. If You wish to dispute any charges during this time period, You must email disputes@rcityrocks.com. If you do not contact RCR by the 15th day of the month, it will be assumed that you approve of the donation amounts for the previous month, and the donations will be dispersed to your nonprofit partners.
3. Term and Termination. This Agreement shall be effective for one (1) year from the date of Registration (the “Term”), unless terminated as outlined below. You may terminate this agreement by notifying RCR at cancellations@rcityrocks.com.
   1. This Agreement shall be renewed automatically for an additional one (1) year term, unless terminated by either party at least thirty (30) days prior to the end of the then-current Term.
   2. This Agreement may be terminated:
      1. by either party upon fifteen (15) days prior written notice if the other party breaches or is in default of any obligation hereunder and such default has not been cured within such fifteen (15) day period,
      2. by either party at any time during the Term for any reason and without cause upon thirty (30) days' written notice, or
      3. by either party immediately upon written notice if such party dissolves, liquidates, files a petition under any bankruptcy or insolvency law, makes an assignment for the benefit of its creditors, has a receiver appointed for all or substantially all of its property, or has a petition under any bankruptcy or insolvency law filed against it which is not dismissed within thirty (30) days.
   3. In the case of Your breach or voluntary termination, no fees paid to RCR or Nonprofits will be refunded. All service fees and donations accrued prior to the effective date of termination shall be due immediately.
   4. Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement resulting from causes beyond the control of such party.
4. Representations of Donor.
   1. You represent and warrant that the person entering this agreement is authorized to do so and further represents and warrants that You are a legitimate business that conducts only legal activities.
   2. You understand and acknowledge that RCR does not endorse or verify any Donor or Nonprofit, other than to confirm the Nonprofit's tax-exempt status under 26 U.S.C. § 501(c)(3).
   3. You understand and acknowledge that RCR will create Your profile page based on the information gathered during registration. You further understand and acknowledge that You are solely responsible for verifying the information on Your profile page and agrees to make any necessary changes promptly via the RCR management center.
   4. You represent and warrant that You have reviewed RCR's website Privacy Policy (located https://www.rcityrocks.com/privacy),
   5. You understand and acknowledge that anyone who works for or is related (by blood, adoption, or marriage) to any Nonprofit or other donor may register as a Participant with RCR. You may not refuse to complete a donation to the designated Nonprofit(s) based solely on an objection to the nature of a Participant's relationship with any Nonprofit or other donor, so long as the Participant's receipt meets the requirements for participation.
5. Independent Contractor Relationship
   1. RCR agrees to perform the Services hereunder solely as an Independent Contractor. RCR and Donor recognize that this Agreement does not create any actual, implied, or apparent agency, partnership, franchise, or relationship of employer and employee between the parties. RCR is in no way whatsoever authorized to enter into or commit Donor to any agreements. RCR shall not represent itself as the agent or legal representative at any time. Similarly, RCR must represent itself as such at all times.
   2. RCR agrees and understands that it is entirely responsible for any state, federal, local, or Social Security tax liabilities or any other insurance or cost which may be incurred or earned as result of this Agreement. Donor shall not be liable for any taxes, or unemployment, health, dental, liability, Worker's Compensation (unless required by law), or other type of insurance for or on behalf of RCR. Donor will report payments as required by applicable federal, state, or local tax law or regulations.
6. RCR's Intellectual Property.
   1. Ownership. RCR shall remain the sole and exclusive owner of the R CITY ROCKS™ name and logo any and all materials and information provided by RCR to You, including but not limited to those protected by copyright and/or trademark rights, as well as any derivatives of such materials (the “RCR Properties”). You will not copy, modify, distribute or transfer (by any means), display, sublicense, rent, reverse engineer, decompile, or disassemble the RCR Properties except as specifically licensed herein.
   2. Limited License. RCR hereby provides a limited, nonexclusive license to You to use, display, and reproduce the RCR Properties specifically for the purpose of advertising Your relationship with RCR and Nonprofits. You may display the RCR Properties, in the manner specified by RCR, on Your website and marketing materials, to include providing a hyperlink to RCR's website. This limited license shall expire with the term of this Agreement.
7. Donor's Intellectual Property.
   1. Ownership. You shall remain the sole and exclusive owner of Your name and any and all materials and information provided by You to RCR, including but not limited to those protected by copyright and/or trademark rights, as well as any derivatives of such materials (the “Donor Properties”). RCR will not copy, modify, distribute or transfer (by any means), display, sublicense, rent, reverse engineer, decompile, or disassemble the Donor Properties except as specifically licensed herein.
   2. Limited License. You hereby provide a limited, nonexclusive license to RCR to use, display, and reproduce the Donor Properties specifically for the purpose of advertising Your relationship with RCR. RCR may display the Donor Properties, in the manner specified by You, on RCR's websites and marketing materials, to include providing a hyperlink to Your website. This limited license shall expire with the term of this Agreement.
   3. Intellectual Property Exchange with Nonprofits. You hereby provide a limited, nonexclusive license to each Nonprofit to use, display, and reproduce the Donor Properties specifically for the purpose of advertising Your relationship with RCR. Each Nonprofit may display the Donor Properties, in the manner specified by You, on Nonprofit’s websites and marketing materials, to include providing a hyperlink to Your website. Each Nonprofit will not copy, modify, distribute or transfer (by any means), display, sublicense, rent, reverse engineer, decompile, or disassemble the Donor Properties except as specifically licensed herein. This limited license shall be included as an addendum to each Nonprofit's Service Agreement with RCR, shall be effective upon such attachment to each Nonprofit's Service Agreement, and shall expire with the term of each Nonprofit's Service Agreement, unless terminated sooner by You. Each Nonprofit will also provide a reciprocal limited license outlining the terms of use of the Nonprofit's intellectual property by You, which shall be attached as an addendum to the current Agreement and incorporated by referenced herein.
8. Non-Solicitation. You covenant and agree that during the term of this Agreement and for one (1) year after the termination thereof, regardless of the reason for the termination, You will not, directly or indirectly, solicit or attempt to create a relationship with any Nonprofit similar to the relationship created by RCR between You and Nonprofits.
9. Indemnification.
   1. Each party (the “Indemnitor”) shall defend, indemnify, and hold harmless the other party and the other party's officers, directors, employees, and agents (collectively, the “Indemnitees”) from and against any and all liabilities, claims, actions, or suits, including attorneys' fees and costs, resulting from any third party claim made or suit brought against Indemnitees (“Claim”) arising out of (i) the negligence or wrongful act or omissions of Indemnitor or any individual acting on behalf of Indemnitor in the performance of this Agreement, or (ii) any breach of this Agreement by Indemnitor; provided that:
      1. Indemnitor must be promptly notified in writing of any Claim within such time as is reasonably necessary to allow Indemnitor to respond to the Claim prior to any legally-required deadline (and in any event, no later than thirty (30) days after an Indemnitee had notice of such Claim for which indemnification is sought); and
      2. Indemnitor shall have sole control over the defense and settlement of any Claim for which indemnification is sought and the Indemnitees shall reasonably cooperate with Indemnitor and its representatives in the investigation and defense of the Claim, provided that Indemnitor shall act reasonably and in good faith with respect to the defense or settlement of the Claim as to the Indemnitees and will not reach any settlement which requires an admission of fault by an Indemnitee without that Indemnitee's consent.
   2. Under no event shall RCR's liability to You exceed the amount actually paid by You during the last twelve (12) months giving rise to the liability.
   3. IN NO EVENT SHALL RCR HAVE ANY LIABILITY TO DONOR OR TO ANY THIRD PARTY UNDER THIS AGREEMENT OR OTHERWISE FOR LOST PROFITS OR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF RCR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   4. The obligations of this section shall survive termination of this Agreement.
10. General Provisions.
    1. Governing Law and Remedies. The parties agree and acknowledge that all provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina exclusively and without reference to principles of conflict of laws. Any action regarding this Agreement shall be heard in the courts of Wake County, North Carolina. RCR shall have all remedies available to it at law and in equity. You waive any and all right to injunctive relief in the event of any dispute with RCR, and Your sole remedy in such a dispute shall be at law. Other than termination based on RCR's breach, RCR shall be entitled to keep all monies already paid and Your sole obligation shall be to pay RCR the amount due for services already acceptably performed.
    2. Assignment. Neither party shall have the right to assign this Agreement or any of the rights or obligations hereunder without the prior written consent of the other party, provided however, that any Party may assign this Agreement and its rights and obligations hereunder to any of its successors in interest or acquirers of all or substantially all of its assets.
    3. Construction of Agreement. The covenants contained herein shall be presumed to be enforceable, and any reading causing unenforceability shall yield to a construction permitting enforcement. If any single covenant or clause shall be found unenforceable, it shall be severed and the remaining covenants and clauses enforced in accordance with the tenor of the Agreement. In the event a court of competent jurisdiction should determine not to enforce a covenant as written due to overbreadth, the parties specifically agree that said covenant shall be modified and enforced to the extent reasonable, whether said modifications are in time, territory, or scope of prohibited activities.
    4. Entire Agreement. This Agreement represents the entire understanding between the parties on the matters addressed herein and may not be modified, changed or altered other than in writing signed by both parties.
    5. Waiver. The waiver by RCR of a breach of any provision of this Agreement by You shall not be construed as a waiver of rights with respect to any subsequent breach by You.

You acknowledge that You have carefully read and understand the provisions of this Agreement, and understand that You have the right to seek independent advice at Your own expense. Nothing contained in this Agreement creates a contractual right to a continued relationship for a definite term. You represent and warrant that You have entered into this Agreement voluntarily and after consulting with whomsoever You wished.

Community Pillar Addendum

Last updated October 13, 2017

This Community Pillar Addendum (the “Addendum”) is an addendum to the Donor Service Agreement (the “Agreement”) is between you (“Donor”) and R City Rocks, LLC, a North Carolina limited liability company whose principal place of business is 1249 Kildaire Farm Road #200, Cary, NC 27511 (“RCR”). In addition to the terms of the Agreement, RCR and Donor further agree as follows:

1. Donor agrees to participate in RCR’s Community Pillar program. By registering for the Community Pillar program, Donor agrees to match all donations made by all other donors to all Nonprofits registered with RCR.
2. All fees shall be paid as outlined in ¶ 2 of the Agreement. In the alternative, upon written approval of RCR, Donor may make its matching donations under the Community Pillar program by writing a check to each Nonprofit for all matching donations to that Nonprofit. All checks must be mailed to RCR by the 10th of each month, for RCR to distribute promptly to the Nonprofits.
3. Term and Termination. This Addendum shall be effective for the same term as the Agreement, unless terminated as outlined below:
   1. If either party terminates the Agreement pursuant to its terms at ¶ 3, this Addendum will be immediately terminated.
   2. Either party may terminate this Addendum without terminating the Agreement for any reason and without cause upon thirty (30) days’ written notice.
   3. This Addendum and the Agreement may be terminated by either party upon fifteen (15) days’ prior written notice if the other party breaches or is in default of any obligation under the Addendum or the Agreement and such default has not been cured within such fifteen (15) day period.
   4. In the case of Donor’s breach or voluntary termination, no fees paid to RCR or Nonprofits will be refunded. All service fees, donations, and matching donation accrued prior to the effective date of termination shall be due immediately.
4. Incorporation by Reference. The terms and conditions of the Agreement are hereby incorporated by reference into and made a part of this Addendum. All defined terms within the Agreement shall have the same meaning when used in this Addendum. If any provisions of the Agreement are in direct conflict with this Addendum, the terms of the Agreement shall govern.