2014-2015 SCHOOL/ORGANIZATION FUNDRAISING AGREEMENT
We want to thank your organization (the “Fundraiser”) for its interest in being a promoter of the Drive Safer Program! At Drive Safer, our goal is to provide new drivers with the opportunity to learn and hone their driving skills from professional certified high-performance driving instructors. Please read through this fundraising agreement carefully.
As a condition to becoming a promoter of the Drive Safer Program (the “Program”), the Fundraiser must agree to this Agreement with Drive Safer, LLC (“DS”). By initialing and completing the online registration you agree and acknowledge that: (i) you are an authorized representative of the Fundraiser and that you have the right, authority, and capacity to enter into this Agreement on behalf of the Fundraiser; (ii) that the Fundraiser agrees to abide by the terms and conditions in this Agreement; and (iii) by entering into this Agreement, Fundraiser is not violating any applicable laws. All references in this Agreement to “you” refer to the person reading and accepting these terms on behalf of the Fundraiser.
Fundraiser will act as a non-exclusive promoter of the Program. Fundraiser will refer all potential participants in the Program to the Program’s website at www.drivesafer.com (the “Website”). All registrations and sales will be processed through the Program’s website. Fundraiser hereby agrees and acknowledges:
- Fundraiser is not authorized to make any sales or collect any funds on behalf of DS.
- Fundraiser will not, and will ensure that its representatives do not, make any representations or warranties regarding DS or the Program or make any commitment on DS’s behalf other than as set forth on the Website. Fundraiser will, and will ensure that its representatives, promote the Program in a professional manner that will reflect favorably on DS and the Program.
- Fundraiser will abide by all applicable laws.
- All registration information Fundraiser has provided to DS or will provide to DS is truthful, accurate and complete and continues to be truthful, accurate and complete.
Within thirty (30) days after each Program event during the term of this Agreement, DS will pay to Fundraiser twelve percent (12%) (the “Applicable Percent”) of Net Fees received by DS for each event (the “Referral Fee”). “Net Fees” means the amount of registration fees actually received by DS from any Program participant that registers for the Program and specifically identifies that he or she is associated with Fundraiser during the Program registration process, less the following amounts: refunds, rebates, taxes, discounts and sales allowances.
A Referral Fee will only be paid if a Participant specifically identifies that he or she is associated with Fundraiser during the Program registration process via the school affiliate link.
DS reserves the right to cancel the Program or any specific Program event at any time in its sole discretion, without liability to Fundraiser. DS further reserves the right to deny registration to any participants in its sole discretion, and to change the registration fees for Program participation or change the terms of Program participation at any time in its sole discretion, without liability to Fundraiser.
This Agreement will automatically renew on August 31, 2015. Prior to such time, either party may terminate this Agreement at any time, provided that such termination will not relieve DS’ obligation to pay a Referral Fee for Program events that were completed prior to termination of this Agreement. The obligations under the Sections titled “Limitation of Liability” and “Miscellaneous” will survive any termination of this Agreement.
Limitation of Liability
Our goal is to provide a fun and enjoyable event and an opportunity for participants to improve their driving skills. You acknowledge that DS has made no representations or warranties, implied or explicit, including any implied warranties of merchantability or fitness for a particular purpose, regarding the Program.
WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY NOR ANY OF ITS PERSONNEL, AFFILIATES, PARTNERS, AGENTS AND SUPPLIERS, WILL HAVE ANY LIABILITY TO THE OTHER PARTY OR ITS PERSONNEL, AFFILIATES, PARTNERS, AGENTS AND SUPPLIERS, BY REASON OF THE TERMINATION OF THIS AGREEMENT OR OTHERWISE, FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, SUCH AS COMPENSATION FOR LOSS OF PRESENT OR PROSPECTIVE PROFITS OR REVENUES OR LOSS OF ACTUAL OR ANTICIPATED FEES, WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
DS hereby grants to Fundraiser a nonexclusive right to use the Drive Safer name, trademarks and logos, solely in connection with marketing and promoting the Program. Fundraiser will comply with DS’ guidelines for using its logos and trademarks, and will reasonably cooperate with DS in monitoring Fundraiser’s use of the DS trademarks and logos. Fundraiser hereby agrees that DS shall have the right to use Fundraiser’s name, logos and trademarks on the Website and its other marketing materials for purposes of indicating that Fundraiser is a Fundraiser of the Program, subject to any reasonable use guidelines provided by Fundraiser.
Any notice that a party to this Agreement may be required or may wish to give to the other party may be given by sending the notice by email: (i) in the case of DS, to [email protected] and, (ii) in the case of Fundraiser, to the email address provided by Fundraiser during the registration process.
Independent Contractor Relationship
Fundraiser’s relationship with DS will be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Fundraiser agrees that (a) it is not an agent of DS; (b) is not authorized to make any representation, contract, or commitment on behalf of DS, other than as authorized by an officer of the DS; and (c) will be solely responsible for all tax returns and payments required to be filed with respect its performance of services and receipt of fees under this Agreement. If applicable, DS will report amounts paid to Fundraiser by filing appropriate forms with the Internal Revenue Service, as required by law.
This Agreement will be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard to conflict of laws principles thereof. FUNDRAISER AND DS AGREE THAT THE EXCLUSIVE VENUE FOR ANY DISPUTE RELATING TO THIS AGREEMENT, THE PROGRAM OR ANY REFERRALS TO THE PROGRAM IS THE STATE AND FEDERAL COURTS IN NEW JERSEY. FUNDRAISER AND DS CONSENT TO THE PERSONAL JURISDICTION OF THESE COURTS. EACH PARTY AGREES TO WAIVE SUCH PARTY’S RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION RELATING TO THIS AGREEMENT, THE PROGRAM OR ANY REFERRALS TO THE PROGRAM. The prevailing party in any legal action brought by one party against the other and arising out of this Agreement, the Program or any referrals to the Program shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and actual attorney’s fees incurred.
This Agreement forms the entire agreement between the parties relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or as provided in the section titled “Amendment; Updates.” Any provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. The heading references herein are for convenience purposes only, do not constitute a part of Agreement, and shall not be deemed to limit or affect any of the provisions hereof. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision.
Updated: March 1, 2015