ICONNECTX CHARITY/NONPROFIT PARTICIPATION AGREEMENT

This iConnectX Charity/Nonprofit Participation and Onboarding Agreement (“this “Agreement” or “Onboarding Agreement”) sets forth the agreement by and between Sqwirrel, LLC, a Michigan limited liability company (“Sqwirrel”), and each respective charitable/nonprofit organization utilizing the Platform (each respectively, a “Charity”). By utilizing the Platform, you agree to be bound by the terms of this Onboarding Agreement and the Terms of Use located at https://www.iconnectx.com/pages/terms-conditions (the “Terms of Use”).

Background

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sqwirrel and Charity agree as follows:

Agreement

• Platform Use. Subject to the terms and conditions of this Agreement, Sqwirrel shall permit Charity to participate in the Platform in a manner that allows Charity to receive the benefit of certain Payments made by Platform users that are directed to Charity. Such Payments, if any, shall be remitted to Charity on a monthly basis, in arrears, on or before the fifteenth (15th) of each calendar month during the term of this Agreement. Notwithstanding the foregoing, Charity acknowledges and agrees that Sqwirrel will retain certain portions of each Payment directed to Charity through the Platform in the form of transaction for credit card and related fees (“Transaction Fees”). These Transaction Fees are set forth in the attached Schedule, and are subject to change. Sqwirrel shall not be liable for any delays in processing any payment, and further disclaims any liability relating to the Transaction Fees.
• Exempt Status. Charity represents and warrants to Sqwirrel that (a) Charity is a tax-exempt organization under Section 501(c) of the Internal Revenue Code; (b) Charity is permitted under applicable law and Internal Revenue Service rules and regulations (collectively, “Applicable Law”) to receive tax-deductible contributions from users of the Platform through the use of the Platform; and (c) Charity shall comply with Applicable Law in soliciting and receiving the benefit of certain Payments through the Platform, including, without limitation, by issuing charitable donation written disclosure statements and acknowledgment letters to the applicable the Platform users. Charity shall be responsible for all losses or damages that result from a false 501(c) designation.
• License. Charity hereby grants to Sqwirrel a non-exclusive, transferable, sublicenseable right and license to use Charity’s Marks (as defined below), until the deletion of Charity’s profile (by Charity or Sqwirrel pursuant to Section 8) in connection with the promotion, advertising and operation of the Platform. For purposes of this Agreement, “Charity’s Marks” means, all marks, logos, trade names, symbols and other words owned and/or used by Charity as an indicia of source or to represent, or otherwise indicate an affiliation with, Charity.
• Additional Representations and Warranties. Charity represents and warrants to Sqwirrel that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (c) the utilization of the Platform by the Charity has been duly authorized by all necessary action of Charity; and (d) once Charity utilizes the Platform or the Services (as such term is defined in the Terms of Use) this Agreement will constitute the legal, valid and binding obligation of Charity, enforceable against Charity in accordance with its terms.
• Intellectual Property. Charity assigns to Sqwirrel all of Charity’s entire right, title, and interest in any invention, technique, process, device, discovery, improvement, know-how, writings, works of authorship and documentation, whether patentable, copyrightable or not, together with all intellectual property rights in any of the foregoing, hereafter made or conceived solely or jointly by Charity relating to or in connection with the Platform. Charity shall give Sqwirrel or its designees all assistance reasonably necessary to perfect such rights. If for any reason, Sqwirrel is unable to secure Charity’s signature on any document needed to apply for, perfect, or otherwise acquire title to the materials and intellectual property rights granted to it under this Section 5, or to enforce such rights, Charity hereby designates Sqwirrel as Charity’s attorney-in-fact and agent, solely and exclusively to act for and on Charity’s behalf to execute and file such documents with the same legal force and effect as if executed by Charity and for no other purpose.Charity further hereby licenses and authorizes Sqwirrel to use information found on Charity’s website(s) (including trademarks and copyrights owned by the Charity) on the Platform and other related marketing and promotion materials for the purpose of marketing the Platform and raising funds for Charity on the Platform. Charity shall not use any intellectual property owned by Sqwirrel, including its trademarks (such as iConnectX) without receiving the prior written permission of Sqwirrel.
• Confidentiality. Any non-public, confidential or proprietary information of Sqwirrel (“Confidential Information”), including, but not limited to, designs, plans, drawings, documents, data, business operations, user lists, pricing, discounts, or rebates, disclosed to Charity, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for Charity’s use in performing this Agreement and may not be disclosed or copied unless authorized by Sqwirrel in writing. Upon Sqwirrel’s request, Charity shall promptly return all documents and other materials received from Sqwirrel. Sqwirrel shall be entitled to injunctive relief for any violation of this Section.
• Restrictive Covenants. During the term of this Agreement and for a period of twelve (12) months thereafter, Charity shall not, directly or indirectly, in any manner, (a) solicit for employment or otherwise induce, influence or encourage any employee, contractor or agent of Sqwirrel to terminate employment with Sqwirrel or any of its affiliated entities (including, without limitation, V2Soft Inc.) (collectively, “Affiliates”) with whom Charity had contact or who became known to Charity in connection with this Agreement; or (b) engage in or assist others in engaging in competition with the Platform over the internet.
• Term, Termination and Survival. This Agreement shall commence as of the Charity’s date of first use of the Platform and shall continue thereafter; until Charity appropriately deletes its profile on the Platform Sqwirrel may terminate this Agreement and immediately delete Charity’s profile, in the event that, Charity: (i) violates the Terms of Use or this Onboarding Agreement, (ii) becomes insolvent or admits its inability to pay its debts generally as they become due; (iii) becomes subject, voluntarily or involuntarily, to any proceeding under any bankruptcy or insolvency law; (iv) is dissolved or liquidated or takes any company action for such purpose; (v) loses its non-exempt status, (vi) makes a general assignment for the benefit of credits; or (vii) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding the foregoing, the rights and obligations of the parties that, by their nature, survive the expiration or termination of this Agreement, including, without limitation, those pursuant to Sections 9, 10 and 11, shall so survive. The Charity subscribed may decide to terminate or downgrade their subscription. In this event, the Charity must notify the termination by either (i) electronic mail to [support@iconnectx.com] or (ii) U.S. Postal Service certified mail to [iConnectX, Attn: iConnectX Admin, 300 Enterprise Court, Bloomfield Hills, MI 48302]. In such situation, termination will be effective by end of the month even though Charity has requested for termination during the month, and the Charity will be billed until the end of the month.
• Indemnification. Charity shall indemnify, defend, and hold harmless Sqwirrel and its officers, managers, employees, agents, affiliates, successors, and assigns as well as the Platform users (collectively, “Indemnified Party”) to the fullest extent of the law against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, “Losses”), relating to, arising out of or resulting from Charity’s negligence, breach of this Agreement and/or the Terms of Use. This includes, but is not limited to, indemnifying Sqwirrel for claims made by users of the Platform who have transacted with Charity.
• Liability. In no event shall Sqwirrel be liable under this Agreement, whether in contract, tort or otherwise, for consequential, indirect, special or punitive damages, or lost savings, lost profits or lost revenue, or for aggregate direct damages in excess of the Transaction Fees collected by Sqwirrel attributable to a particular claim.
• Insurance. Upon Sqwirrel’s request, Charity shall obtain any necessary insurance coverage to mitigate the risk related to Charity’s use of the Platform and shall provide Sqwirrel with a certificate of insurance from Charity’s insurer evidencing the insurance coverage specified. The certificate of insurance shall name Sqwirrel as an additional insured. Except where prohibited by law, Charity shall require its insurer to waive all rights of subrogation against Sqwirrel’s insurers and Sqwirrel.
• Miscellaneous.
  1. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
  2. No amendment to or modification of this Agreement is effective unless authorized by a representative of each party provided, that Sqwirrel may, from time to time, update the terms of this Onboarding Agreement, and Charity’s continued use of the Platform shall constitute consent to such amendment or modification. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  3. Charity shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Sqwirrel. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
  4. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  5. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Michigan, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan.
  6. Arbitration. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS OR THE SERVICES WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT. The Federal Arbitration Act (“FAA”) and federal arbitration law apply to these Terms.THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THESE TERMS AS A COURT WOULD.If you intend to seek arbitration you must first send written notice to the Company’s Customer Service Center of your intent to arbitrate (“Notice”). The Notice to the Company should be sent by any of the following means: (I) electronic mail to support@iconnectx.com or (ii) U.S. Postal Service certified mail to iConnectX, Attn: iConnectX Admin, 300 Enterprise Court, Bloomfield Hills, MI 48302. The Notice must: (x) describe the nature and basis of the claim or dispute; (y) set forth the specific relief sought; and (z) set forth your name, address and contact information. If we intend to seek arbitration against you, we will send any notice of dispute to you at the contact information we have for you. If we do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or the Company may commence an arbitration proceeding.The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the American Arbitration Association (“AAA”) under its AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes, as modified by these Terms. The AAA’s rules are available at ADR.org or by calling 1-800-778-7879. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by these Terms. The arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, based solely on written submissions or in person in the State of Michigan or at a mutually agreed location. The arbitration will be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. No claim or action arising from or concerning the Services or otherwise hereunder may be brought later than one (1) year from the date the claim or cause of action arose. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable.

     WE EACH AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Further, you agree that the arbitrator may not consolidate proceedings or more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific proviso is found to be unenforceable, then the entirety of this arbitration clause shall be null and void. If for any reason a claim proceeds in court rather than in arbitration, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and we each agree to the exclusive jurisdiction and the exercise of personal jurisdiction of the state or federal court located in the State of Michigan for the purpose of litigating all claims or disputes, and waive any objection as to inconvenient forum. We also both agree that the Company may bring suit in court of competent jurisdiction for injunctive relief to enjoin infringement or other misuse of intellectual property rights. Any disputes that may arise from auction purchases and sales on Online Services shall be governed by the laws of the State of Michigan.

  7. All notices, requests, consents, claims, demands, waivers and other communications by Charity to Sqwirrel under this Agreement must be in writing and addressed Sqwirrel at its headquarters identified at 300 Enterprise Court, Bloomfield Hills, MI 48302 (or to such other address that Sqwirrel may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all such notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (i) on receipt by; and (ii) if the party giving the notice has complied with the requirements of this Section.
  8. This Agreement is deemed to have legal effect and delivered upon the date in which Charity first uses the Platform.

SCHEDULE OF TRANSACTION FEES