NGO TERMS AND CONDITIONS
Effective Date: November 15, 2024
1. General. Eback Foundation Inc.. (“we”, “us”, or “our”) are pleased to provide you with an opportunity to register and apply (as a “Registered NGO”) to be eligible to receive charitable contributions from us (as an “Approved NGO”). These NGO Terms and Conditions (these “NGO Terms”) apply to and govern your submission of your application to us (“Application”) and to all other use of our Services. The terms “you” and “your” refer to the organization that registers and submits the Application to become an Approved NGO. These NGO Terms are in addition to, incorporated into, and made a part of our Terms of Service.
Except as expressly specified in these NGO Terms, all other terms and conditions of the Terms of Service will remain in full force and effect. In the event of any conflict between the provisions of the Terms of Service and these NGO Terms, these NGO Terms will govern and control. Capitalized terms used but not defined in these NGO Terms will have the meanings assigned to them by our Terms of Service. Please be advised that our Terms of Service contain additional disclaimers of warranties and limitations on our liability. Our Terms of Service also allow you to pursue claims against us only on an individual basis, and not as part of any class or representative action or proceeding. As a result, you may seek relief (including monetary, injunctive, and declaratory relief) only on an individual basis.
Please read these NGO Terms carefully. By registering as an NGO on our Platform, submitting your Application, or by clicking to accept or agree to these NGO Terms when this option is made available to you, you accept and agree to be bound and abide by these NGO Terms, including our Terms of Service and Privacy Policy. If you do not agree with or comply with these NGO Terms or any portion of these NGO Terms, then you must not register with us, submit your Application (in whole or in part), or otherwise act as a Registered NGO or Approved NGO on our Services. These NGO Terms will continue to apply to you at all times until your registration with us is terminated.
WE MAY IMMEDIATELY TERMINATE YOUR REGISTRATION WITH US, THE EVALUATION OF YOUR APPLICATION, YOUR STATUS AS AN APPROVED NGO, AND/OR YOUR ACCESS TO OR USE OF OUR SERVICES IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THESE NGO TERMS, IF WE BELIEVE YOUR USE OF ALL OR ANY PORTION OF THE SERVICES WILL REFLECT POORLY ON US, OR OUR GOODWILL, OR IF WE OTHERWISE DEEM YOUR ACTIVITIES TO BE ILLEGAL, UNETHICAL, OR OTHERWISE INAPPROPRIATE, IN EACH CASE, IN OUR SOLE AND ABSOLUTE DISCRETION.
2. Changes to these NGO Terms. We may update these NGO Terms from time to time, provided that the version of these NGO Terms in effect at the time of your acceptance of these NGO Terms will apply to you without modification, unless you agree to an updated version of these NGO Terms. By registering as an NGO on our Platform, submitting your Application, or by clicking to accept or agree to these NGO Terms (including any version revised after the Effective Date stated above) when this option is made available to you, you acknowledge that you have read and agree to these NGO Terms.
3. Information Requirements. Part of our Application review process will include eliciting information from you as necessary to determine if you comply with our requirements, in our sole discretion. When submitting any of your information and documentation to us, you must, and represent, warrant and covenant that you will, provide complete and accurate information and documentation and that your information and documentation (including your Application) will not omit to state any material fact necessary to make the statements contained therein true or not misleading.
4. Application Review.
a. Upon receipt of your Application, we will initiate our review process, which includes review of your Application, and all accompanying documentation you submit therewith to determine if you are eligible to become an Approved NGO. During our review, we may perform any due diligence that we deem necessary (in our sole discretion), and we may request additional documentation, resubmission of your Application, and any other information or documentation that we deem relevant or important for our review process(including in person or remote interviews, onsite visits, and reference checks). You recognize and acknowledge that the decision to accept your Application will be made in our sole and absolute discretion using our own judgment, rules, requirements, and guidelines. You acknowledge and agree that we will use all of your information and documentation without obligation to verify, confirm or otherwise investigate such information and documentation, provided, however, that we may from time to time in our sole discretion request such additional information or documentation as we deem necessary or relevant for purposes of evaluating your Application and/or your continued maintenance of an NGO registration with us.
b. You recognize and acknowledge that our selection of NGOs as Approved NGOs, while governed generally by our mission, also requires discretion and judgment. The decision whether to accept or reject an Application will be made in our discretion, acting reasonably, based on our mission (and your compliance therewith or with the spirit thereof), the sufficiency of information submitted by you, the results of any additional diligence conducted by us, and any other information that we deem relevant. For the avoidance of doubt, we may waive compliance with all or any portion of our requirements or guidelines for purposes of approving an NGO to the extent that we determine, in our sole and absolute discretion, that doing so would be consistent with the spirit of our mission, Services, requirements, and/or guidelines.
c. Notwithstanding anything to the contrary, you acknowledge and agree that: (i) you remain responsible in all respects for your compensation policies and practices; and (ii) our review of your Application is for the sole purpose of evaluating your Application to become an Approved NGO.
5. Your Obligations. If we accepted your Application and you are therefore an Approved NGO, you agree to: (a) update your registration with us every year with financials, reports and any other material changes, during the first four months of each calendar year; (b) notify us of any change in your board of directors/managers, or senior officers, within three months after such change occurs; (c) keep your registration details current and accurate, including your name, address, and any images or videos you use to represent your organization; and (d) keep your bank account information and details accurate and up-to date. In the event of any material change to the materials, documentation, or information provided by you to us in connection with your Application or registration with us, or on the occurrence or existence of any events, facts or circumstances the disclosure by you to us of which would be required in order to make previously provided materials, documentation, or information complete, accurate or not misleading, you must promptly provide us with written notice of such material change or applicable event, fact or circumstance. You acknowledge and agree that we may in our sole discretion reject your Application and/or revoke or otherwise terminate your registration with us on the occurrence of any such material change or applicable event, fact or circumstance.
6. Representations and Warranties. You represent, warrant, and certify that: (a) you are duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of your incorporation or other organization; (b) you entering into these NGO Terms and our Terms of Service has been duly authorized by all necessary corporate or organizational action; (c) all the information, answers, and responses you provide to us or on your Application are true, complete, accurate and clear and do not omit to state or hide any material facts or information necessary to make the statements provided or contained on your Application true or not misleading or that could otherwise have an impact on our application and verification process; (d) you have all the legal rights, permission, and authority required to provide your information and content to us (including any images or videos) and to use our Services; (e) you do not and will not engage in any wrongful, unethical, illegal, fraudulent, or criminal activities, acts, or behavior and you comply with all applicable Laws and your code of ethics; (f) you are not involved in any criminal, unethical, money laundering, or terrorist behavior, activities or organizations; (g) if you provide us with personal data from anyone, including their name, image or likeness, you must have their valid legal permission to share it with us and post it on our Services; (h) your bank account information is correct and you are legally authorized to use your bank account and receive funds; and (i) neither you nor (if you are an entity) any of your directors, officers, employees or agents are a person, or a person who is directly or indirectly owned or controlled by any person (i) currently included on any list maintained by the U.S. Office of Foreign Assets Control ("OFAC") or any other governmental authority imposing economic sanctions or trade embargoes, or (ii) whom or which we are otherwise prohibited from engaging or otherwise dealing with as the result of any sanctions imposed by OFAC or any other governmental authority. If at any time the foregoing representations cease to be true, then you must immediately notify us and cease using our Services.
7. Restrictions. You agree that you will not use the Services or the Platform or use any funds from us for the purposes of promoting or involving: (a) the violation of any law, regulation, industry requirement, or third-party guidelines or agreements by which you are bound; (b) activities that are fraudulent, misleading, inaccurate, dishonest or impossible; (c) offensive, graphic, perverse or sexual content; (d) the funding of a ransom, human trafficking or exploitation, vigilantism, bribes or bounty; (e) drugs, narcotics, steroids, controlled substances, pharmaceuticals or similar products or therapies that are either illegal, or prohibited by applicable law; (f) activities with, in, or involving countries, regions, governments, persons, or entities that are subject to U.S. and other economic sanctions under applicable Laws, unless such activities are expressly authorized by the appropriate governmental authority and by our payment processors; (g) any equipment or weapons meant for use in conflict or by an armed group, explosives, ammunition, firearms, knives, or other weaponry or accessories; (h) terrorism, extremism, hate, violence, harassment, bullying, discrimination, terrorist financing, extremist financing, or money laundering; (i) intolerance of any kind relating to race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender, gender identity, gender expression, disabilities or diseases; (j) financial or violent crimes; (k) self-harm or suicide; or (l) any other activity that we deem, in our sole discretion, to: (i) be unacceptable or objectionable; (ii) restrict or inhibit any other person from using or enjoying our Services; or (iii) expose us, our representatives, or users to any harm or liability of any type.
8. Anti-Bribery. You represent, warrant and covenant that you and your shareholders, officers, directors, employees, agents, and anyone acting on your behalf (collectively, the “Representatives”) are in compliance and will continue to comply with all applicable anti-bribery and anti-corruption laws, including, without limitation, the US Foreign Corrupt Practices Act, the UK Bribery Act 2010, and the equivalent in your country of registration and/or operations, regardless of the applicability of U.S. jurisdiction over your activities. Without limiting the generality of the foregoing, you represent, warrant and covenant that neither you nor any of your Representatives: (a) have or will directly or indirectly offer, promise, pay, or authorize the payment of any money or anything of value, or take any action in furtherance of such a payment, to any person, to any foreign official, including, but not limited to, any political party or official thereof, any candidate for political office, any official of a public international organization, any person who works for an entity that is owned, in whole or in part, by any government entity, or to any relative of a foreign official, for the purpose of influencing any act or decision of a foreign official or inducing such foreign official to use his or her position with any government entity or other person or entity to influence any act or decision; and (b) is a foreign official or has a relative, personal, business, or other relationship or association with a foreign official who may have responsibility for or oversight of any of your business activities, other than any relationships or associations that have been disclosed in writing to us.
9. Termination. We reserve the right to terminate your registration with us and/or to reject, terminate and/or revoke your Application and/or your status as an Approved NGO at any time in our sole and absolute discretion, including if: (a) we believe that you have violated any provision of these NGO Terms(or our Terms of Service); (b) you have provided incomplete and/or inaccurate information, including failure to timely provide adequate additional information, documentation, or materials that we may request to complete the Application process, or you omitted to state any material fact necessary to make your statements true or not misleading; (c) you are, have been, or are likely to be involved in any fraudulent, misleading, unlawful or unethical activities, or you are involved in or promoting any activity that could reflect poorly on us or our Services or negatively impair our goodwill or that of our Services; and/or (d) as otherwise set forth in these NGO Terms or our Terms of Service.
10. Disclaimers. You acknowledge and agree that:
a. We make no representations or warranties of any kind, whether express or implied, regarding any Donors and we will not be responsible or liable for the acts or omissions of any Donors. Without limiting the generality of the foregoing, we will not be responsible or liable for any wrongful, unethical, fraudulent, or criminal acts or activity by any Donor, or others associated with them, and we will not be responsible or liable for any funds donated by any Donor (including the source of such funds).
b. Our Services are not intended to raise any funds for you. We make no representations or warranties with respect to any amounts that will be contributed to you, if any at all. We are not a facilitator or intermediary between you and Donors, and instead, we operate to collect donations and use the donations in pursuit of our mission, as described on our Services and as may be updated from time to time. All donations made via our Services are for us as the sole beneficiary, and we may contribute those funds to any organization, including to any Approved NGO, in our sole discretion. You acknowledge and agree that any donations made by Donors to us via our online Platform will not be “restricted” in any way, meaning the Donor cannot decide exactly how their donation is to be used.
c. We make no guaranty regarding or otherwise in respect of any Donors, including the number of Donors that use the Platform or with respect to certification, credibility, or any other qualifications, or the integrity, responsibility, or actions of any Donor.
d. Even if you become or are an Approved NGO, any postings or listings of NGOs on our Services will be made in our sole and absolute discretion and even if you are listed or posted on our Services, we do not guaranty or warrant that we will make any contributions to you, even if our Donors indicate a preference for, or an interest in, such NGO.
e. We do not withhold funds for tax purposes or otherwise. You, as an NGO, are solely responsible for paying any applicable taxes in connection with any donations or contributions you receive. It is your sole responsibility to calculate, report, and pay the correct amount of tax to the appliable tax authorities.
f. We do not and will not provide any legal or tax advice, and any suggestions, content or materials provided by us as part of or in connection with your Application or your registration with us does not constitute legal, tax, or other professional advice, and you are solely responsible for determining the legality, validity and enforceability of your donation policies and practices, and the appropriateness, effectiveness or legality of the same.
11. Covenants.
a. Confidentiality. In connection with your Application and registration with us, you may access certain proprietary, non-public or otherwise confidential information of us, our representatives or affiliates, or certain third parties, including, without limitation, strategies, policies, procedures, methods, or know how, the Application, these NGO Terms, and any and all other non-public information of or regarding us or our Services (collectively, “Confidential Information”). You will: (i) hold Confidential Information in strict confidence; (ii) protect and safeguard Confidential Information with at least the same degree of care as you would protect your own confidential information, but in no event with less than a reasonable degree of care; (iii) not use Confidential Information, or permit it to be accessed or used, for any purpose other than to perform under and as permitted by these NGO Terms and the Terms of Service; and (iv) not disclose any Confidential Information to any person, except pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction, provided in such case that you first provide us with prompt written notice of such requirement and reasonable assistance in opposing such disclosure or seeking a protective order or other limitations on disclosure.
b. Non-Disparagement. You will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory, maliciously false, or disparaging remarks, comments, or statements concerning us, our Services, or any other aspect of our businesses, or any of our employees, officers, or directors and our existing and prospective customers, suppliers, investors, or other associated third parties, now or in the future. In addition, and without limiting the generality of the foregoing, in the event that we reject your Application for any reason, then you may not disclose or otherwise publicly comment on the reasons we rejected your Application.
c. Equitable Remedies. You acknowledge that a breach of this Section will cause irreparable harm to us and that a remedy at law would be inadequate. Therefore, in the event of a breach or threatened breach of any provision of this Section by you, we will be entitled to a temporary or permanent injunction and/or other equitable remedies against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. All such equitable relief will be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.
12. Indemnification. You will indemnify, defend and hold us harmless from and against any and all claims, losses, damages, judgments, liabilities, costs, and expenses (including attorneys’ fees and the costs of enforcing this provision and of pursuing any insurance providers) arising from or relating to: (a) your breach of any of your obligations, representations or warranties or your violation of any rights of others; (b) your access or use of our Services, in whole or in part; or (c) your use of any donated funds.
13. Miscellaneous. For purposes of these NGO Terms, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”, and the word “or” is not exclusive. To the extent allowed by applicable law, the English language version of these NGO Terms is binding and their translations in other languages are for convenience only; in the event of conflicts or discrepancies between the English version of these NGO Terms and their translations, the English version shall govern and control.
14. Contact Information. If you have any questions or need further information as to these NGO Terms, please contact us via email at: [email protected].
Please reach out to us