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Partnership agreement

This HappieeSouls Partner Agreement ("partnership Agreement") contains the terms and conditions that govern your partnership with Happy Souls Pvt. Ltd. described in this partnership Agreement. "We," "us," or "our" refers to the Happy Souls Pvt. Ltd., and "you" or "your" refers to the charitable organization partnering or seeking to partner with Happy Souls. "HappieeSouls website" means the happieesouls.com website accessed through a web browser which is owned by Happy Souls Pvt. Ltd.

By registering your NGO on happieesouls.com website ("Organization Site") or otherwise partnering in or seeking to partner with Happy Souls Pvt, you agree to these conditions. Please read them carefully.

  1. Description of HappieeSouls

The purpose of the HappieeSouls.com is to permit Registered Organizations (as defined in Section 2) to receive donation in kind from the HappieeSouls.com when customers make Purchases on the HappieeSouls website or request for pick up of old items for the selected NGO.

  1. Registration

HappieeSouls customers can choose to select any Eligible Organization listed and registered on the website. To register, you must accept this partnership Agreement without modification, complete registration through the Organization Site and properly provide all requested information, including submitting a complete and accurate  application that correctly identifies your NGO. We reserve the right to reject or suspend your registration if the requested information (including representative) is inaccurate or incomplete or if you are otherwise not in compliance with this partnership Agreement. If your registration is accepted, your NGO will be a "Verified Registered Organization" for as long as all of your registration information, this partnership Agreement remains in force, and you continue to be an Eligible Organization. You will ensure that all information you provide to us, including your application information that includes all the details mentioned in Annexure I, email address, and other contact information, is at all times complete, accurate, and up-to-date, and agree that failure to keep such information up to date may result in you no longer being a Registered Organization or in you no longer receiving any donations under the Partnership.

"Eligible Organizations" are those charitable organizations that we determine:

  1. are registered as NGOs, trust, society or foundation
  2. are in good standing in their state of incorporation and in the states where they are authorized to do business;
  3. do not engage in, support, encourage, or promote:
    • intolerance, discrimination or discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation, or age;
    • hate, terrorism, or violence;
    • money laundering;
    • other illegal, deceptive, or misleading activities; and
  4. are otherwise not in violation of the terms of this partnership Agreement.

You consent to us sending you notifications (if any), approvals (if any), and other communications relating to the your organisation and this partnership Agreement to the email address then-currently associated with your Happieesouls account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

  1. Responsibility for Your Site and Actions

You will be solely responsible for your Site, your organization, and actions taken by you or on your behalf, including:

  • the development, operation, and maintenance of your Site;
  • compliance with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you or your Site;
  • ensuring that any donation in kind that we make to you are utilised for the benefit of the beneficiaries and nothing is sold outside;
  • ensuring to share regular updates alongwith with pictures on utilisation of donation in kind received from HappieeSouls
  • creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your Site (including any information you include within or you associate with Links);
  • using the Content and any materials posted on or within your Site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights);
  • any misrepresentation of your relationship with a charitable organization, registration of a charitable organization that you are not authorized to act on behalf of, or any other failure to provide true and accurate information in your registration, including if such failure results in you not receiving the amount of donations you would have otherwise received from the Partnership;
  • ensuring you are duly authorized to enter into and perform your obligations under this partnership Agreement (including granting the rights set forth in the Partnership Content Guidelines) and that you do not violate any term or condition of this partnership Agreement; and
  • your or your employees', contractors', agents', or volunteers' acts, errors, omissions, negligence, or misconduct.

We will have no liability for these matters, and you agree to defend, indemnify, and hold us, Happy Souls Private limited, ("Happieesouls") and its affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to these matters.

  1. Qualifying Purchases/ Donations by Individuals/ Corporates

We will make donation in kind to you resulting from Qualifying Purchases by the customer. Subject to the exclusions set forth below, a "Qualifying Purchase" occurs when (a) a customer (i) places an order for a Product from his or her shopping cart on the HappieeSouls Site, (ii) purchases a Product via our 1-Click feature on the HappieeSouls Site, or (iii) streams or downloads a Product from the HappieeSouls Site if the Product is a digital product; (b) at such time, that customer has selected your Eligible Organization to benefit from purchases the customer makes on the HappieeSouls Site; and (c) the Product is shipped to or streamed or downloaded by, and paid for by, the customer.

A "Product" is any item sold on the HappieeSouls Site and which is marked "Eligible for HappieeSouls donation" on the relevant item detail page.

Qualifying Purchases exclude, and you will not be eligible for disbursements in connection with any of, the following:

  • any Product purchased after termination of this partnership Agreement or purchased in connection with a violation of this partnership Agreement; or
  • any Product order that is canceled or returned.
  1. Donations

We may be obligated by law to obtain tax information from you for the donor. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your donations until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

  1. Public Communications; Identifying Yourself as a Partnership Participant

You acknowledge and agree that we may or may cause others to publicly disclose (including through a government filing, press release, interview, or any other public statement) the amount of donations provided to you (individually and/or collectively with other charitable organizations) in connection with the Partnership, provided that such communications shall not tie donation amounts to any individual customer.

  1. Term and Termination

The term of this partnership Agreement will begin upon acceptance of this partnership Agreement and will end when terminated by either you or us. Either you or we may terminate this partnership Agreement at any time, with or without cause, by giving the other party written notice of termination, which for your termination notice will require a written request to be removed from the Partnership, delivered by email or courier, and for our termination notice will require either making a notice available for your review on the Organizational Site or transmitting email to the email address then-currently associated with your Partnership account. We also reserve the right, in our sole discretion, to cancel or otherwise terminate the Partnership at any time. Upon any termination of this partnership Agreement and/or the Partnership, all rights and obligations of the parties will be extinguished, and under the Partnership Content Guidelines will survive the termination of this partnership Agreement. No rights or obligations with respect to accrued but unpaid donation obligations will survive any termination of this partnership Agreement, and instead amounts otherwise allocable to you will be allocated and paid to other Registered Organizations in accordance with Section 5. No termination of this partnership Agreement will otherwise relieve either party for any liability for any breach of, or liability accruing under, this partnership Agreement prior to termination.

  1. Modification

We reserve the right to modify any of the terms and conditions contained in this partnership Agreement at any time and in our sole discretion by posting a change notice, or revised agreement on the HappieeSouls Site or by sending notice of such modification to you by email to the email address then-currently associated with your Partnership account (any such change will be effective on the date specified in such notice but will in no event be less than two business days after the date of the notice).

  1. Relationship of Parties

You and we are independent contractors, and nothing in this partnership Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates' behalf. You will not make any statement, whether on your Site or otherwise, that contradicts or may contradict anything in this Section 10. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this partnership Agreement, you will be deemed to have taken the action yourself.

  1. Limitation of Liability

NONE OF US, HAPPIEESOULS, OR THEIR AFFILIATES AND LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS PARTNERSHIP AGREEMENT, THE PARTNERSHIP, OPERATIONAL DOCUMENTATION, THE HAPPIEESOULS SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

  1. Disclaimers

THE Partnership, THE HappieeSouls SITE, THE happieesouls.com SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE HappieeSouls SITE OR THE happieesouls.com SITE, ANY CONTENT, THE WWW.HAPPIEESOULS.COM DOMAIN NAME, TRADEMARKS AND LOGOS OF OURS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US IN CONNECTION WITH THE Partnership (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. WE DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. WE WILL NOT BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE Partnership, CONTENT, OPERATIONAL DOCUMENTATION, OR THE HAPPIEESOULS SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS partnership AGREEMENT. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS partnership AGREEMENT OR YOUR partnership IN THE Partnership, OR (Z) ANY TERMINATION OR SUSPENSION OF THIS partnership AGREEMENT OR YOUR partnership IN THE Partnership.

  1. Miscellaneous

By accepting this partnership Agreement you hereby consent to us sending your organization emails from time to time relating to the Partnership. You may not assign this partnership Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this partnership Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this partnership Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this partnership Agreement. We may from time to time in our sole discretion make donations that exceed or supplement those strictly required under this partnership Agreement, but in no event will such actions create any right to receive excessive or supplemental donations at any later time or under similar circumstances. HappieeSouls, its affiliates and licensors are expressly intended third party beneficiaries of this partnership Agreement, but except as stated in this sentence this partnership Agreement no other person or entity other than you and us will have any right or interest arising out of this partnership Agreement. This partnership Agreement incorporates, and you agree to comply with, the most up-to-date version of all Operational Documentation, including any updates of the Operational Documentation from time to time. Whenever used in this partnership Agreement, the terms "include(s)," "including," and "for example" mean, respectively, "include(s), without limitation," "including, without limitation," and "for example, without limitation." Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this partnership Agreement, may be made, taken, or given in our sole discretion. All non-public information provided by us in connection with this partnership Agreement or the Partnership is considered confidential information, and you will maintain the same in strict confidence and not disclose the same to any third party (other than your affiliates) or use the same for any purpose other than your performance under this partnership Agreement, which restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties. This partnership Agreement is the entire agreement between you and us regarding the Partnership and supersedes all prior agreements and discussions.