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1. Parties. This Platform Participation Agreement (“Agreement”) is between Dovetail (“Partnership”) and you, individually and on behalf of the entity you represent (“Participant”). By entering your information and clicking the “Accept” button at the bottom of this Agreement, you acknowledge and accept that this is a binding agreement. Partnership and Participant may be referred to herein collectively as the “Parties” or individually as a “Party.”
2.1 The Partnership was formed because the nonprofit ecosystem in Detroit and the greater southeast Michigan area is passionate, diverse, and vibrant. Our mission is to lay the groundwork for racial and social and economic equity by increasing access to the resources and services nonprofits need to thrive.
2.2 Partnership has launched an online platform through which approved product and service providers may offer their products and services (“Platform”). Visitors to the Platform may, at their sole discretion, elect to purchase products and/or services from one or more Participants through the Platform. Participants will contract directly with Visitors for the provision of such products and/or services.
2.3 Participant desires to offer its goods and/or services via the Platform, subject to the terms of this Agreement. Participant acknowledges and agrees that: (a) being listed on the Platform does not constitute any promise or guarantee that any Visitor will elect to contract with Participant, or that Participant will receive any compensation or remuneration as the result of its participation in the Platform; and (b) its participation in the Platform will be on a non-exclusive basis, and nothing will prevent Partnership from entering into other or similar agreements with third parties other than Participant for their participation in the Platform.
3. Platform Requirements.
3.1 During the term of this Agreement, Participant shall have the right to participate in the Platform and to offer its products and/or services to Visitors through the Platform. As a participant in the Platform, Participant shall strictly follow all policies and procedures of Partnership and the Visitors with whom Participant contracts.
3.2 Participant may create and maintain a profile on the Platform. In the event Participant is selected by a Visitor, Participant and Visitor may enter into an agreement for Participant’s provision of products and/or services to Visitor.
3.3 Participant shall market and provide its products and/or services to Visitors in accordance with the highest standards of professional and ethical integrity, and all applicable laws, statutes, rules, regulations, and orders for any applicable jurisdiction (collectively, “Laws”). Participant shall carry out its responsibilities under any agreements entered into with a Visitor in a diligent, prompt, and professional manner by utilizing individuals with the necessary knowledge, skills, expertise, and training.
4. Fees and Expenses. There will be no fee charged by the Partnership to Participant for Participant’s participation in the Platform. Each Party shall pay its own fees and expenses incurred in connection with the performance of this Agreement and the transactions contemplated hereby.
5. Record Maintenance. Participant will maintain complete and accurate books and records covering all activities and transactions arising out of or relating to this Agreement and any agreements with Visitors and will keep such records for two (2) years after the expiration or termination of this Agreement, or such longer period as may be required by applicable Laws.
6. Indemnification. Participant agrees to defend, indemnify and hold harmless Partnership and Visitors, and each of their respective directors, officers, employees and agents (collectively, the “Partnership Indemnified Parties”) from and against any and all loss, cost, liability, damage, penalty, fine, judgment, claim or expense (including reasonable attorneys’ fees) incurred by or asserted against any of the Partnership Indemnified Parties in connection with or arising from (i) Participant’s performance of, or failure to perform, any of Participant’s obligations under this Agreement or any agreements with Visitors; (ii) the infringement or alleged infringement by Participant of a third party’s United States or foreign patent, copyright, trademark, trade secret or other intellectual property right; and/or (iii) the negligence or intentional wrongful act of Participant, its employees or authorized subcontractors that causes injury to a person or damage to property.
7. Term and Termination. The term of this Agreement will commence on the date on which the Participant accepts the Agreement and shall continue until terminated in accord with one of the ways listed below. The Participant can terminate this Agreement by voluntarily exiting the Platform or by submitting written notice of its desire to terminate the Agreement and its participation in the Platform to Partnership at [enter email address]. Partnership can terminate this Agreement at any time for any reason by removing the Participant from the Platform. Reasons for termination of the Agreement by Partnership can include an abandoned listing or a report by a Visitor of an issue regarding a Participant that represents a significant legal or ethical breach in the behavior or conduct of a Participant. For clarification, termination of this Agreement shall have no effect on any agreements Participant has entered into with any Visitor, which shall continue according to their respective terms and conditions. All provisions of this Agreement related to confidentiality, indemnification, record keeping, and limitations of liability shall survive expiration or termination of this Agreement.
7.1 Abandoned Listing. Participants can have their listings removed without notice and without their direction in the event of abandonment. This Agreement considers a listing abandoned if the contact for the listing is unresponsive to three (3) requests from the Partnership to claim or update the listing over a period of one (1) year.
8.2 Breach of Conduct. If the Partnership receives a report regarding inappropriate, illegal, and unethical conduct on the part of a Participant, the Partnership bears no responsibility for mediating the dispute or the terms of any agreement between the Participant and Visitor. The Partnership views reports of misconduct as a potential reason for termination of this Agreement and of Participant’s listing. In the event a Participant alleges a report is malicious, Participant accepts full responsibility for demonstrating malicious intent if they wish to contest the removal of their listing.
8. Independent Contractor Relationship. The relationship between Partnership and Participant under this Agreement is that of an independent contractor. Nothing in this Agreement shall be construed as creating a relationship between Partnership and Participant of a joint venture, partnership, employment, or agency. Neither Party has the authority under this Agreement to create any obligations for the other Party, or to bind the other Party to any representation or document. Personnel furnished by Participant shall be and will remain Participant’s employees and under no circumstances are they to be considered Partnership’s employees or agents. Neither federal, state nor local income or payroll tax of any kind shall be withheld or paid by Partnership on behalf of Participant or Participant’s employees. No employees of Participant shall participate in any benefit of Partnership, including health insurance, paid vacation or other benefit provided by Partnership to its employees.
9. Publicity. Participant may not, without Partnership’s prior written approval, issue any press release or make any public announcement or statement with respect to this Agreement, the Platform, or any Visitors.
10. Reservation of Rights. Partnership reserves all right, title and interest to the Platform and the information and data contained therein and Participant acknowledges that all right, title and interest to the Platform and the information and data contained therein belongs to Partnership.
11. General Terms.
11.1 This Agreement (including any exhibits) constitutes the complete and exclusive statement of the terms of the agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, promises, and arrangements, oral or written, between the Parties with respect to the subject matter hereof and thereof. This Agreement may be amended or modified by Partnership at any time.
11.2 Except as otherwise expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended to or shall be construed to confer upon or give any person other than the Parties and their respective successors and permitted assigns, any legal or equitable right, remedy or claim under or with respect to this Agreement.
11.3 Any waiver of a Party’s right or remedy related to this Agreement must be in writing, signed by that Party to be effective. No waiver shall be implied from a failure of either Party to exercise a right or remedy. In addition, no waiver of a Party’s right or remedy will affect the other provisions of this Agreement.
11.4 This Agreement shall be governed by the laws of the State of Michigan (exclusive of its choice of law rules), and the federal laws of the United States. The Parties agree that any litigation arising between the Parties in relation to this Agreement shall be initiated and maintained in the Circuit Court of the County of Wayne, Michigan, or the U.S. District Court for the Eastern District of Michigan, Southern Division, and the Parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts.
11.5 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be enforced to the fullest extent that it is valid and enforceable under applicable law. All other provisions of this Agreement shall remain in full force and effect.
11.6 Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior express written consent, which shall not be unreasonably withheld or delayed. Any attempted assignment without such consent shall be void. This Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.