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Charity Participation Agreement (CPA)

PARTY4PURPOSE – CHARITY PARTICIPATION AGREEMENT (CPA)1. BACKGROUND(a) Party4Purpose Pty Ltd ABN 54 682 877 032 (P4P) operates a website (Website) that facilitates gift giving and charitable donations, through which: (i) a Registered User of the Website hosting an event (the Host) may create an Event Profile to use in relation to that event, in which case the Host will need to: (A) select a Selected Charity for the Event Profile from among the Participating Charities; and (B) determine what percentages of the Guest Funds received through the Event Profile are to be provided to the Selected Charity (the Donated Portion) and the Host (the Host Portion),in accordance with the Terms and Conditions; (ii) the Host may then circulate the Event Profile to Guests in order to invite them to attend the relevant event and request them to make a contribution of Guest Funds for that event through the Event Profile; (iii) the Guests may then RSVP to the relevant event and choose to make a contribution of Guest Funds to the relevant event through the Event Profile (using one of the supported Payment Providers in accordance with the Terms and Conditions); and (iv) any Guest Funds received through an Event Profile will be held in P4P’s Holding Account until the Event Profile has been ‘closed’ and, subject to the Terms and Conditions, when the Host ‘closes’ the Event Profile, P4P will distribute those Guest Funds to the Selected Charity (for the Donated Portion) and the Host (for any remaining Host Portion) in accordance with this Agreement and the Terms and Conditions. (b) The aim of the Website is to: (i) support the public benefit work of Participating Charities to which donations are facilitated through the Website; (ii) change the culture of gifting to be more socially and environmentally aware; (iii) address the impacts of consumerism by decreasing physical gifts, improving the experience of giving and receiving, and channelling generosity into impactful charitable contributions; and (iv) work to benefit the environment through reducing waste,(P4P Mission).(c) In furtherance of both the P4P Mission and the Charity’s charitable purpose, P4P and the Charity have agreed that the Charity will be a Participating Charity.(d) This Agreement, together with the Terms and Conditions, sets out the terms and conditions of the Charity being listed on the Website as a Participating Charity and, where the Charity is nominated as a Selected Charity, receiving the Donated Portion of Guest Funds for the relevant event(s) (where applicable).2. TERMThis Agreement commences on the Commencement Date, and will remain in effect until the earlier of:(a) the conclusion of the Relevant Period (or any extension of the Relevant Period agreed in accordance with clause 3(c)), where the parties have determined not to extend the Relevant Period (or further extend the extended Relevant Period (as applicable)); or(b) this Agreement being terminated in accordance with clause 16,(Term).3. WEBSITE PATICIPATION The parties acknowledge and agree that:(a) if the Charity Onboarding Form is accepted by P4P, the Charity will be listed on the Website as a Participating Charity for the Relevant Period and will be provided with login details to access the Website; (b) it is a condition of being a Participating Charity that the Charity have deductible gift recipient (DGR) endorsement, and the Charity warrants that: (i) as at the date of completing the Charity Onboarding Form and accepting the terms of this Agreement, it has DGR endorsement; and (ii) if the Charity ceases to have DGR endorsement after the time referenced in clause 3(b)(i), it will notify P4P as soon as possible;(c) no less than six weeks before the end of the Relevant Period (if applicable) the parties will meet to engage in a good faith discussion as to whether the Relevant Period will be extended, and if so, the term of the extended Relevant Period; (d) subject to clause 3(f), P4P will not charge the Charity for being listed on the Website as a Participating Charity;(e) the parties may agree on any Special Conditions comprised of additional benefits to be received by either party in connection with the Website participation arrangement (including cross-marketing benefits); and(f) P4P reserves the right to negotiate with the Charity if consideration is to be paid by the Charity for the additional benefits agreed pursuant to clause 3(e).4. PAYMENT OF DONATED PORTION(a) The Charity acknowledges and agrees that: (i) P4P has not represented, and nothing in this Agreement is intended to represent, that there is any guarantee of the Charity being selected, either at all or at any particular frequency, as a Selected Charity in respect of an event; and (ii) the Charity will have no recourse against P4P in the event that it is not nominated as a Selected Charity throughout the course of the Term.(b) The parties acknowledge and agree that, where the Charity is the Selected Charity for an event: (i) P4P will, following the event being ‘closed’ by the Host under the Terms and Conditions, provide the Donated Portion to the Charity in accordance with the Payment Details; (ii) P4P will use best efforts to provide the Donated Portion to the Charity within five Business Days of the event being ‘closed’ by the Host under the Terms and Conditions (Payment Period); (iii) where the Host fails to ‘close’ the Event Profile by the Closing Deadline in accordance with the Terms and Conditions, or fails to verify the Host’s details in accordance with the Terms and Conditions, P4P may close the Event Profile and transfer the Donated Portion to the Charity; and (iv) P4P will make a remittance advice available for the Charity to access through the Website within a reasonable period of having provided the Donated Portion to the Charity in accordance with this clause 4, specifying the Donated Portion in respect of the relevant event, reference numbers of invoices issued on the Charity’s behalf in accordance with clause 4(g) and the Host’s email address. (c) If P4P is unable to provide the Donated Portion within the Payment Period, P4P will advise the Charity and will endeavour to provide the Donated Portion as soon as reasonably practicable. (d) The Charity must provide the Host with confirmation that it has received the Donated Portion in respect of each event for which the Charity is the Selected Charity (Host Confirmation).(e) The Host Confirmation must be sent by email to the Host’s email address provided to the Charity pursuant to clause 4(b)(iv).(f) The Charity must make the Host Confirmation within 10 Business Days of the Charity receiving the Donated Portion from P4P.(g) The Charity acknowledges and agrees that, in respect of each event that the Charity is a Selected Charity, P4P is authorised to provide a Guest that makes a monetary contribution through the Event Profile for that event with a tax invoice, as agent for the Charity, in respect of the portion of funds provided by that Guest that will be donated to the Charity.(h) The Charity agrees that P4P will be entitled to include the following on an invoice provided as agent for the Charity under clause 4(g): (i) the Charity’s name and ABN; (ii) the Charity’s Logo; and (iii) a physical address and email address for the Charity. (i) Where the Charity advises P4P that it is a deductible gift recipient, the receipt provided under clause 4(g) will state that the person that made a monetary contribution through the Event Profile may claim a tax deduction for donations over $2. Any such statement will be made based on a representation by the Charity that it is entitled to receive tax deductible gifts, and P4P disclaims any liability for Losses resulting from a Guest being unable to treat the relevant funds as tax deductible. (j) The Charity agrees, as applicable, to enter into an arrangement with P4P to provide authority for P4P to fundraise on the Charity’s behalf in accordance with the Fundraising Laws.5. SPECIAL CONDITIONS (a) The Special Conditions (if any) apply to this Agreement. (b) If there is any inconsistency between the Special Conditions and the remainder of this Agreement, the Special Conditions prevail to the extent of that inconsistency.6. MUTUAL RESPONSABILITIESBoth parties agree to:(a) comply with the terms of this Agreement;(b) communicate in a timely, open, respectful and honest manner;(c) act ethically and responsibly at all times, and in compliance with all applicable Laws;(d) act reasonably and in good faith in any dealings with the other party; and(e) not do anything which may bring the other party into disrepute, in the opinion of the other party acting reasonably.7. CHARITY RESPONSABILITIES (a) The Charity agrees to use any Donated Portion received in connection with this Agreement in furtherance of the Charity’s purpose.(b) In respect of each event for which the Charity is a Selected Charity, the Charity must provide the Host Confirmation in accordance with clause 4(d).(c) If the Charity fails to provide the Host Confirmation in accordance with clause 7(b), P4P will request immediate rectification. In the case of unrectified or repeated failure to provide the Host Confirmation, P4P reserves the right to terminate this Agreement for breach pursuant to clause 16(b)(ii).8. P4P RESPONSABILITIESP4P agrees, subject to the terms of this Agreement, to:(a) include the Charity as a Participating Charity on the Website during the Relevant Period; (b) where the Charity is selected as the Selected Charity for an event: (i) provide the Donated Portion of Guest Funds to the Charity in accordance with clause 4; and (ii) make a remittance advice available to the Charity in accordance with clause 4(b)(iv).9. CONFIDENTIAL INFORMATION(a) Each party (Receiving Party) agrees to keep confidential any Confidential Information of the other party (Disclosing Party) (including Confidential Information provided to or obtained by a party before entering into this Agreement), and not to use or disclose the Confidential Information, other than to the extent necessary to perform its obligations under this Agreement, where required by Law or with the written consent of the Disclosing Party. (b) The Receiving Party must take all steps and do all such things as may be reasonably necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the Disclosing Party.10. INTELLECTUAL PROPERTYThe parties acknowledge and agree that:(a) subject to clauses 10(e) and 11(b), any Background IP owned by a party shall remain owned by that party and this Agreement does not transfer any title to that Background IP to the other party; (b) P4P or its licensors is the owner of any and all Intellectual Property Rights in the Website and P4P brand;(c) this Agreement does not assign, confer any right, title or interest in the Intellectual Property Rights in the Website or P4P brand to the Charity, and the Charity may not assert ownership of any Intellectual Property Rights in the Website or P4P brand;(d) P4P will own all Intellectual Property Rights developed as part of, or for the purposes of, facilitating the Charity being listed as a Participating Charity on the Website or meeting any other obligation under this Agreement (New IPR); and(e) during the Term, P4P grants to the Charity a non-exclusive, limited, non-transferrable, revocable licence to use: (i) the New IPR; and (ii) any Background IP that is contained in such New IPR,(Licensed IPR) solely to the extent necessary for the Charity to perform its obligations or exercise its rights under this Agreement (Permitted Purpose). The Charity may not alter, amend, modify, and adapt the Licensed IPR for purposes other than in accordance with this Agreement and for the Permitted Purpose.11. PROMOTIONAL MATERIALS (a) The parties acknowledge and agree that, each party may, at its own cost, and with the prior written consent of the other party, refer to the other party in any Promotional Materials issued in connection with this Agreement for the purposes of publicising the Website, the P4P mission, the Charity’s purpose or the relationship between the parties under this Agreement. (b) Each party grants to the other party a revocable, royalty-free, limited licence for the Term to use that party’s Logo solely for the purpose outlined in clause 11(a).(c) The Charity grants P4P a revocable, royalty-free, limited licence for the Term to use its Logo for the purpose outlined at clause 4(h).12. GENERAL WASTEEach party represents and warrants to the other party that (except as expressly disclosed in this Agreement or consented to by the other party) each of the following statements is true and correct and will be true and correct at the Commencement Date:(a) it has the power to enter into and perform its responsibilities under this Agreement and to carry on its business as now conducted or contemplated;(b) it has taken all necessary corporate or regulatory action to authorise the entry into and performance of this Agreement; and (c) the execution and performance by it of this Agreement does not and will not violate in any respect a provision of: (i) a Law or treaty or a judgment, ruling, order or decree of a government or governmental authority or agency binding on it; or (ii) any other document or agreement which is binding on it or its assets.13. LIMITATION OF LIABILITYThe Charity acknowledges and agrees that participating in the Website as a Participating Charity is at the Charity’s own risk. The Charity accepts that P4P (including its Personnel), to the extent permitted by Law, excludes its liability for any special, indirect, incidental, consequential or economic Loss (including loss of profits, revenue, savings, opportunity or goodwill) arising in connection with this Agreement. 14. INDEMNITY To the extent permitted by Law, the Charity indemnifies and agrees to keep indemnified P4P (including its Personnel) against all Losses, liabilities, claims and expenses which arise in connection with the Charity participating in the Website as a Participating Charity.15. FORCE MAJEURE (a) No party to this Agreement shall be liable for any failure or delay in performing their obligations due to a Force Majeure Event. (b) In the event that a party to the Agreement is prevented from performing their obligations as a result of a Force Majeure Event for a period of more than 30 days, the other party may at its discretion terminate the Agreement by written notice. The parties will work together to mitigate any losses and notwithstanding any other provision of this Agreement, the parties will only be liable for their respective losses each party suffers as a result of a Force Majeure Event.16. TERMINATION(a) A party may terminate this Agreement by providing at least one month written notice to the other party. (b) A party may immediately terminate this Agreement by written notice to the other party if: (i) the Charity ceases to be endorsed as a deductible gift recipient; (ii) a party commits a material breach of this Agreement and the breach is incapable of remedy; (iii) a party commits a material breach of this Agreement and the breach is capable of remedy and that party not remedy that breach within 30 days of the other party issuing a notice of the breach; (iv) subject to any applicable statutory stay on the exercise of rights, including ss 415D, 434J and 451E of the Corporations Act 2001 (Cth) (as applicable), a party suffers an Insolvency Event; or (v) there is a finding of material misconduct, any material reputational issues or substantial negative feedback against a party which may have a material adverse effect on the brand or reputation of the other party.17. EFFECT OF TERMINATIONFollowing termination of this Agreement: (a) the Charity will cease to be a Participating Charity on the Website;(b) if the Charity was the Selected Charity for one or more events and has not yet received the Donated Portion of Guest Funds in accordance with this Agreement, P4P will provide the Charity with the amounts owing as soon as reasonably practicable; (c) upon request by the other party, each party must return to the other party all Confidential Information and data provided by the other party in connection with this Agreement; and(d) any licence granted under this Agreement in respect of the other party’s Intellectual Property Rights will terminate immediately.18. DISPUTED RESOLUTION(a) If a dispute arises in relation to this Agreement, the parties will endeavour to resolve it in good faith. If any dispute is not resolved within 30 days, the parties will meet to resolve the dispute.(b) If the parties are unable to resolve the issue between themselves, they agree to refer the dispute to an independent third party mediator agreed between the parties (and whose costs will be shared equally between the parties). (c) A party must not start court proceedings (except proceedings seeking interlocutory relief) unless it has complied with clause (a) and (b).(d) The parties must continue to perform their responsibilities under this Agreement pending the resolution of a dispute.19. GENERAL 19.1 Exclusivity This Agreement does not create an exclusive arrangement between the Charity and P4P, or confer any exclusive rights to the Charity to be the sole Participating Charity.19.2 Relationship between the parties This Agreement is an understanding between the parties as to the basis on which the Charity will be listed as a Participating Charity on the Website, as an independent third party, and nothing in this Agreement creates an employment, trust, agency, partnership or joint venture relationship between the parties.19.3 Nature of AgreementBy completing the Charity Onboarding Form and accepting the terms of this Agreement via the Website, the Charity agrees to be bound by this Agreement. Each party agrees that, in consideration for the other party performing its responsibilities under this Agreement, this Agreement be legally binding. 19.4 AssignmentNeither party may assign or transfer any of its rights or obligations under this Agreement without the written consent of the other party.19.5 Severability A term or part of a term of the Agreement that is illegal or unenforceable may be severed from the Agreement and the remaining terms or parts of the terms of the Agreement will continue in force.19.6 SurvivalAny provision of this Agreement which expressly, or by implication from its nature, is intended to survive the expiry or termination of this Agreement, survives the expiry or termination of this Agreement.19.7 Governing lawThis document is governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.Defined terms & interpretation20. DEFINED TERMS AND INTERPRETATION20.1 Defined termsIn this Agreement. Account has the meaning given in the Terms and Conditions.Agreement means the terms in this agreement.Background IP means parties Intellectual Property Rights existing prior to the Commencement Date or subsequently brought into existence independently of this Agreement. Improvements, enhancements, modifications and developments made to the Background IP are also to be treated as Background IP. Business Day means a day that is not a Saturday, Sunday, bank holiday or public holiday in New South Wales, Australia. Charity Onboarding Form means the onboarding form that must be completed by all charities applying to become Participating Charities.Closing Deadline has the meaning given in the Terms and Conditions. Commencement Date means the date on which P4P accepts the Charity Onboarding Form. Confidential Information means information (regardless of the form of disclosure or the medium used to store it) that is by its nature confidential and:(a) is designated by a party as confidential; or(b) a party knows or ought to know is confidential.but does not include information that is or becomes public knowledge otherwise than by a breach of this Agreement or any other confidentiality obligation. For clarity, the contents of this Agreement is Confidential Information.Donated Portion has the meaning given in the Terms and Conditions, being the proportion of the total Guest Funds which is to be distributed to the Selected Charity for the relevant Event Profile (as determined by the Host when creating the relevant Event Profile in accordance with the Terms and Conditions). For avoidance of doubt, the P4P Commission and the Payment Provider Processing Fee are separate additional fees and shall not be considered part of the Guest Funds or the Donated Portion.Event Profile means the profile established by the Host through the Website, to invite Guests to the relevant event and request monetary contributions from those Guests.Force Majeure Event means an event or circumstance (or a combination of events and/or circumstances) beyond the reasonable control of that party, including but not limited to:(a) natural events like fires, floods and earthquakes;(b) epidemics and pandemics (or the emergence of a wave or cluster of new infections within an epidemic or pandemic);(c) riots, civil disorders, rebellions or revolutions; and(d) wars, national emergencies, terrorist acts and acts of vandalism.Fundraising Laws means any applicable legislation of any State or Territory of Australia, or the Commonwealth of Australia, regulating the raising of funds for charitable purposes.Guest has the meaning given in the Terms and Conditions, being either:(a) a person who receives and responds to a link to an Event Profile circulated by a Host to invite them to an event and make a contribution of Guest Funds to that event; or (b) a person who pays any Guest Funds on behalf of the person described in paragraph (a) (for example, a parent or guardian of a child invited to the relevant event).Guest Funds has the meaning given in the Terms and Conditions, being any monetary contributions made by Guests (and received by P4P in its Holding Account) through an Event Profile in relation to the relevant events associated with that Event Profile, as further described in the Terms and Conditions. For avoidance of doubt, the P4P Commission and the Payment Provider Processing Fee are separate additional fees and shall not be considered part of the Guest Funds.Holding Account has the meaning given in the Terms and Conditions, being the holding account established by P4P to hold any Guest Funds until after the relevant Event Profile has been ‘closed’ in accordance with the Terms and Conditions. Host has the meaning given in the Terms and Conditions, being a Registered User who uses the Website to create one or more Event Profiles to host their events, as further described in the Terms and Conditions.Host Confirmation has the meaning given in clause 4(d).Host Portion has the meaning given in the Terms and Conditions, being the proportion of the total Guest Funds which is to be distributed to the Host for the relevant Event Profile (as determined by the Host when creating the relevant Event Profile in accordance with the Terms and Conditions). For avoidance of doubt, the P4P Commission and the Payment Provider Processing Fee are separate additional fees and shall not be considered part of the Guest Funds or the Host Portion.Insolvency Event means when a party admits in writing that it is, or is declared to be, insolvent or unable to pay all of its debts when they become due and payable.Intellectual Property Rights means all intellectual property rights which may subsist anywhere in the world (including Australia), now or in the future, including the following rights: (a) copyright, patents, trademarks (including goodwill in those marks), designs, trade secrets, know how, rights in circuit layouts, domain names and any right to have confidential information kept confidential;(b) any application or right to apply for registration of any of the rights referred to in paragraph (a) of this definition; and(c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) of this definition which may subsist in Australia or elsewhere,whether or not such rights are registered or capable of being registered. Law means any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction and includes any industry codes of conduct.Licensed IPR has the meaning given in clause 10.Logo means any logo of either party.Loss means any loss, damage or liability suffered by the Charity or any person directly or indirectly in connection with this Agreement, including loss of revenue, loss of goodwill, downtime costs, loss of profit, loss of or damage to reputation, loss under or in relation to any contract, loss of data or loss of anticipated savings or benefit. New IPR has the meaning given in clause 10.P4P Commission has the meaning given in the Terms and Conditions, being an additional amount charged as a commission by P4P at the same time as each Guest’s payment of a Guest Funds contribution. P4P Mission has the meaning given in paragraph (b) of the Background to this Agreement.Participating Charities means the charities that have agreed to participate in, and which are then listed on, the Website.Payment Details means the bank account specified in the Charity Onboarding Form. Payment Period has the meaning given in clause 4(b)(ii). Payment Provider has the meaning given in the Terms and Conditions. Payment Provider Processing Fee has the meaning given in the Terms and Conditions.Permitted Purpose has the meaning given in clause 10.Personnel, in respect of a party, means any person acting for or on behalf of that party and includes any director, officer, employee, agent, contractor or subcontractor of that party.Promotional Material means all forms of promotional materials including but not limited to media releases, online or digital content or any other general documentation, article, statement or report intended to generate publicity. Registered User has the meaning given in the Terms and Conditions, being a person that creates an Account to use the Website.Relevant Period means on an ongoing basis until this Agreement is terminated. Selected Charity has the meaning given in the Terms and Conditions, being the charity selected by the Host for the relevant Event Profile from among the Participating Charities at the time of creating that Event Profile.Special Conditions means the special conditions (if any) agreed between the parties, including special features, such as prominent location on the Website, offered by P4P to Participating Charities. Where special conditions are agreed, P4P reserves the right to negotiate with the Charity if consideration is to be paid by the Charity for the additional features. Term means the term set out at clause 2 of this Agreement.Terms and Conditions means the terms and conditions on P4P’s Website regarding use of the Website.Website has the meaning given in paragraph A of the Background to this Agreement.20.2 InterpretationIn this Agreement, except where the context requires otherwise:(a) the singular includes the plural and vice versa, and a gender includes other genders;(b) another grammatical form of a defined word or expression has a corresponding meaning;(c) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this Agreement, and a reference to this Agreement includes any schedule or annexure to it;(d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;(e) a reference to A$, $A, AUD, dollar or $ is to Australian currency;(f) a reference to time is to the time in Sydney, New South Wales, Australia;(g) a reference to a party is to a party to this Agreement, and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;(h) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;(i) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;(j) a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act;(k) the meaning of general words is not limited by specific examples introduced by the words including, for example or similar expressions;(l) any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;(m) any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;(n) a rule of construction does not apply to the disadvantage of a party because the party (or its legal representative) was responsible for the preparation of this Agreement or any part of it; and(o) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.20.3 HeadingsHeadings are for ease of reference only and do not affect interpretation.20.4 UpdatesThis Agreement was last updated on 10th June 2025

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