Last updated July 14, 2017

This Nonprofit Service Agreement (the "Agreement") is made between you ("You" or "Nonprofit") 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 Nonprofit agree as follows:

1. Services. RCR agrees to facilitate the relationship between You and businesses who wish to donate a portion of sales to You and other nonprofit organizations (individually, a "Donor" and collectively "Donors") by:
   1. creating a profile page for You on RCR's website with a personalized URL which shall indicate the total amount donated to 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 from Donors;
   3. maintaining the registrations and receipts of You, Donors, and Participants, including verification of Your tax-exempt status under 26 U.S.C. § 501(c)(3), confirmation that You will provide year-end donation receipts to Donors, and confirmation that Donors pay the required donation amounts to You by the fifteenth (15th) day of each month (and enforcing the collection of donations that are past-due);
   4. providing access to a payment processing service vendor.
   5. R City Rocks does not accept receipts in which a nonprofit has already benefited, whether by discount or donation.
2. Compensation. In full and complete consideration for performing the Services, You agree to pay the payment processing fee directly to RCR's designated payment processing service vendor, which shall be automatically deducted from the amount Donors donate to You. You do not pay any fees to RCR, nor do You receive any fees from RCR.
3. Payment Processing Agreement RCR uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing services. By using the Braintree payment processing services you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement and the applicable bank agreement available at https://www.braintreepayments.com/legal/cea-wells. Braintree is required by law to confirm the identity of the person enrolling your organization to receive electronic funds. This does not establish personal liability whatsoever, nor is this information used for any other purpose.
4. Term and Termination. This Agreement shall be effective for one (1) year from the date first noted above (the "Term"), unless terminated as outlined below.
   1. This Agreement shall be renewed automatically for an additional one (1) year terms, 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 the payment processing service vendor will be refunded. All donations accrued through the effective date of termination will be due to You and You must pay the payment processing fee directly to the payment processing service vendor. You will forfeit all donations accrued after the effective date of termination.
   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.
5. Representations of Nonprofit.
   1. You represent and warrant that the person entering this Agreement is authorized to do so and further represent and warrant that You are a legitimate nonprofit organization that conducts only legal activities.
   2. You understand and acknowledge that RCR does not endorse or verify any Donor or nonprofit organization.
   3. You represent and warrant that You are a verified tax-exempt organization under 26 U.S.C. § 501(c)(3).
   4. You understand and acknowledge that You are responsible for sending a year-end tax-donation receipt to every Donor who donated to You during the calendar year. The obligation in this paragraph 6.4 shall survive the termination of this Agreement.
   5. 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 agree to make any necessary changes promptly via the RCR management center. You further acknowledge that Your registration will be subject to a thirty (30) day waiting period and Your registration will become active on the first day of month following this waiting period.
   6. You represent and warrant that You have reviewed RCR's website Privacy Policy (located at https://www.rcityrocks.com/privacy),
   7. You understand and acknowledge that anyone who works for or is related (by blood, adoption, or marriage) to any Donor or other nonprofit organization may register as a Participant with RCR. You may not refuse to accept a donation from a Donor based solely on an objection to the nature of a Participant's relationship with any Donor or other nonprofit organization, so long as the Participant's receipt meets the requirements for participation.
   8. You understand and acknowledge that You will remind Your supporters of the opportunity to submit receipts to RCR at least once per month during the term of this Agreement.
6. Independent Contractor Relationship
   1. RCR agrees to perform the Services hereunder solely as an Independent Contractor. RCR and Nonprofit 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 Nonprofit 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. Nonprofit 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. Nonprofit will report payments as required by applicable federal, state, or local tax law or regulations.
7. 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 Donors. 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.
8. Nonprofit'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 "Nonprofit Properties"). RCR will not copy, modify, distribute or transfer (by any means), display, sublicense, rent, reverse engineer, decompile, or disassemble the Nonprofit Properties except as specifically licensed herein.
   2. Limited License. You hereby provide a limited, nonexclusive license to RCR to use, display, and reproduce the Nonprofit Properties specifically for the purpose of advertising Nonprofit's relationship with RCR. RCR may display the Nonprofit Properties, in the manner specified by You, on RCR's websites and marketing materials, to include providing a hyperlink to Nonprofit's website. This limited license shall expire with the term of this Agreement.
   3. Intellectual Property Exchange with Donors. You hereby provide a limited, nonexclusive license to each Donor to use, display, and reproduce the Nonprofit Properties specifically for the purpose of advertising Nonprofit's relationship with RCR. Each Donor may display the Nonprofit Properties, in the manner specified by You, on Donor's websites and marketing materials, to include providing a hyperlink to Your website. Each Donor will not copy, modify, distribute or transfer (by any means), display, sublicense, rent, reverse engineer, decompile, or disassemble the Nonprofit Properties except as specifically licensed herein. This limited license shall be included as an addendum to each Donor's Service Agreement with RCR, shall be effective upon such attachment to each Donor's Service Agreement, and shall expire with the term of each Donor's Service Agreement, unless terminated sooner by You. Each Donor will also provide a reciprocal limited license outlining the terms of use of the Donor's intellectual property by You, which shall be attached as an addendum to the current Agreement and incorporated by referenced herein.
9. 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 Donor similar to the relationship created by RCR between You and Donors.
10. 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 Nonprofit 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 10 shall survive termination of this Agreement.
11. 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.
    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.