Terms of Use

Engagement. Subject to the terms and conditions of this Agreement, Lift Up engages Partner during the Term to identify local donation causes (each, a “Need”), including the intended recipient of such donations (“Recipient”) and submit the Need to Lift Up for consideration through the Lift Up Local Platform (the “Platform”).
Selection of Recipients. Lift Up, in its sole discretion, will be responsible for selecting the Recipients and Needs to publish on the Platform (each, a “Project”). Partner acknowledges that Lift Up is not required to publish Projects for all Recipients for which it receives Applications (as defined below) and will have sole discretion in deciding which Projects to publish. Partner acknowledges that there may be limits on the amount of funding a Recipient can receive. Lift Up may, in its sole discretion, choose to, but is not required to, publish Projects for prior Recipients.
Partner Responsibilities. In connection with this Agreement, Partner will (collectively the “Partner Responsibilities”):
1. Identify potential Recipients and Needs for the Platform and submit applications (the “Applications”) for such individuals to Lift Up;
2. Facilitate execution by each Recipient of the Recipient Agreement attached as Exhibit A, or as updated from time-to-time and provided by Lift Up to Partner, and provide Lift Up with copies of such executed Recipient Agreements.
3. Update Lift Up as soon as is reasonably practical, but in no event more than five (5) business days after learning that any information previously provided in a Recipient Agreements has changed;
4. Publish links to Lift Up Projects on Partner’s social media platforms and website;
5. Manage delivery of items funded in connection with a Project to the relevant Recipient(s); and
6. Provide Lift Up with photos and/or video and a message from the Recipient upon delivery of items to Recipient (if Recipient has consented).
Lift Up Responsibilities. In connection with this Agreement Lift Up will:
1. Provide periodic trainings to Partner on using the Platform, guidelines for identifying potential recipients, and on other matters related to the Partner Responsibilities;
2. Manage donation process on the Platform; and
3. Coordinate the purchase of funded items and delivery of such items to Partner.
Term and Termination. The term of this Agreement commences on the Effective Date and shall expire one year from the Effective Date (the “Term”), and unless otherwise terminated by either party, the Term shall automatically renew for additional one-year periods. Either party may terminate this Agreement with or without cause at any time following the Effective Date upon thirty (30) days prior written notice to the other party. A termination shall in no way prejudice or impair the obligations or rights of either party that have arisen prior to the termination date. Upon termination of this Agreement, Partner shall (a) stop submitting Applications; (b) continue to fulfill the Partner Responsibilities until the completion of all projects for Recipients they submitted; and (c) permanently erase all of Lift Up’s Confidential Information from its computer systems.
Confidentiality. All non-public, confidential, or proprietary information of either party (“Confidential Information”), including, but not limited to, business operations, business strategies, ideas, methods, data, and information about Recipients, disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), 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 the use of performing this Agreement and may not be disclosed or copied unless authorized by the Disclosing Party in writing. Upon Disclosing Party’s request, the Receiving Party shall promptly return all documents and other materials received from the Disclosing Party. The Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure; (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (d) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. The parties’ confidentiality obligations will survive termination of this Agreement for three years, except for information that is a trade secret, which will remain subject to the obligations hereunder as long as such information is a trade secret under applicable law.
Indemnification. Partner shall indemnify, defend, and hold harmless Lift Up and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement (collectively, “Losses”), relating to any claim of a third party arising out of or occurring in connection with the information provided in Applications or Partner’s negligence, willful misconduct, or breach of this Agreement. Partner shall not enter into any settlement without Lift Up’s or Indemnified Party’s prior written consent.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIFT UP SHALL HAVE NO LIABILITY FOR THE PRODUCTS THAT ARE PURCHASED ON BEHALF OF RECIPIENTS.
Compliance with Laws. Each party is in compliance with and shall comply with all applicable laws, regulations, and ordinances in performing its obligations under this Agreement. Each party has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
Miscellaneous. This Agreement may not be amended or modified except in writing signed by each of the parties hereto. This Agreement and any related action will be governed and interpreted by the laws of the State of Minnesota, excluding its conflicts of laws rules. Venue for any dispute arising out of this Agreement will be the state or federal courts located in Minneapolis, Minnesota, and each party consents to personal jurisdiction of such court(s) and also waives any right it may otherwise have to challenge the appropriateness of such forum. The parties are independent contractors, and nothing in this Agreement creates an agency relationship, employment, joint venture, or similar relationship between the parties. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all other written or oral agreements and representations related thereto. If any term or provision of this Agreement is 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. Neither party shall assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement will inure to the benefit of and be binding upon each of the parties and each of their respective permitted successors and permitted assigns. There are no third-party beneficiaries to this Agreement. Neither party will be responsible for delays or failures to perform resulting from acts beyond the reasonable control of such party. All notices pursuant to this Agreement will be in writing and will be deemed duly given when delivered at the address provided by each party to the other. This Agreement may be executed by the parties hereto in one or more original, PDF, or facsimile counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same agreement.