Impact Partnership Terms and Conditions
BY SIGNING THE IMPACT PARTNERSHIP AGREEMENT (THE “AGREEMENT” OR “IPA”) ORDER FORM OR OTHERWISE PARTICIPATING ON DOINGUD PLATFORM AS A SOCIAL IMPACT ORGANISATION (“SIO”), THE SIO AGREES TO THE TERMS AND CONDITIONS INCLUDED HEREIN AND ALL OTHER TERMS AND POLICIES PUBLISHED ON DOINGUD PLATFORM AND REFERENCED IN THE TERMS BELOW. SIO ACKNOWLEDGES THAT THE IMPACT PARTNERSHIP AGREEMENT MAKES UP A NECESSARY ELEMENT OF THE COMMERCIAL CONSIDERATION FOR THIS ENGAGEMENT AND THE COMPANY IS NOT REQUIRED TO PERFORM ITS OBLIGATIONS PURSUANT TO IPA AGREEMENT IF SIO DOES NOT AGREE TO THE TERMS AND CONDITIONS BELOW.“ORDER FORM” MEANS THE ORDER FORM, WHICH IS PART OF THE IPA AND ENTERED INTO BETWEEN COMPANY AND SIO IN ACCORDANCE WITH THE TERMS AND CONDITIONS DESCRIBED BELOW.
DoinGud enables Social Impact Organizations (hereinafter the “SIO”) to create their public profiles and be selected as the organization that creators, curators and collectors want to support and donate to. This way SIO, DoinGud and its community contribute towards an endeavour to improve management, tracking and learning about Web3 infrastructure and generate positive social impact.
We desire to support the prospective SIO by educating, guiding and offering support when accepting donations through decentralised means, utilising blockchain infrastructure and desires to provide sufficient know-how to the SIO to enable them to independently claim such donations.
We wish to enable users on the DoinGud Platform to select an SIO which is manifesting and contributing towards specific social issues and is on the mission to foster one or multiple Sustainable Development Goals as depicted in The 2030 Agenda for Sustainable Development, adopted by the United Nation Member States in 2015 (hereinafter referred to as “Social Cause”).
By agreeing to these terms the SIO publicizes the arrangement and concludes the Impact Partnership Agreement, which shall govern all rights and obligations of Parties in relation to the presentation of social impacts, Parties common objectives and responsibilities in accordance with Swiss and other applicable laws.
1.1 Parties desire to make the SIO’s Public Profile as described below visible on DoinGud website located at https://doingud.com , possible Application Program Interface (API), and any associated DoinGud-hosted websites or mobile applications (collectively the “Company’s Site” or “Site”), which provides services to creators, curators and collectors (collectively “End-Users”).
1.2 SIO agrees to provide the Company with their logos and trademarks in a form compatible with the Company’s Site design and requirements to be communicated in writing to the SIO by Company’s representatives. SIO also agrees to provide a full name of the SIO, a short description of its supported causes, program recipients, impact, achievement and future plans, to be published on the Company’s Site together with the link to the SIOs designated website, address and point of contact set forth in the Order Form (collectively the SIO’s “Public Profile”).
1.3 Parties desire End-Users to have the option to select the SIO as the recipient of sale proceeds marked as donations when a Non-Fungible Token (hereinafter the “NFT”) is sold on the Company’s Site. End-Users shall have the option to access SIO’s public profile from the list of SIOs, or wherever the SIO might be mentioned due to it being tagged as the one receiving donations.
2. Authenticity Check
2.1 The SIO acknowledges that for the purpose of Public Profile creations, higher level of security, validation of authentic representations and pursuant to any applicable laws and regulations, whether within Switzerland or elsewhere, or any other guidelines and prescriptions requiring identification and validation of the SIO and its representatives, the Company may be required to obtain, verify record and store information regarding the SIO, its directors, partners or authorized signing officers of the SIO and the transactions contemplated by these Terms.
2.2 The SIO undertakes to promptly provide, or cause to be provided to the Company, or to a service provider selected by the Company (“Service Provider”), all required information, including supporting documentation and other evidence, as may be reasonably requested by the Company, in order to complete the Company’s or the Service Provider’s examination (“Authenticity Check”) to ensure a high level of certainty and security when Claiming donations and possible compliance with applicable law, whether now or hereafter in existence.
2.3 The SIO understands that the outcome of the Authenticity Check, e.g., the non-admission of the SIO’s to the Company’s Site and listing, or its exclusion at any time later, lies in the sole discretion of the Company. The SIO further understands that the amount of information requested to provide as part of the Authenticity Check may be subject to change over time and that the SIO may at a later point in time be required to provide additional documents and/or information, based on which the SIO’s contribution may be rejected.
2.4 The Company or the Service Provider may designate the Authenticity Check process to providers of its choosing. All documents and information submitted by the SIO may be sent to one or more Authenticity Check providers for review.
2.5 The SIO understands that, should the information provided through such Authenticity Check not to be confirmed, verified for whatever reason, or should the SIO not provide sufficient information, the Company reserves the right to terminate the Agreement. Company shall not incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by SIO arising from or incident to the exercise of Company’s termination rights under this Section
3.1 The SIO understands that creators can select a donation amount for the first sale of the NFT in relation to the royalty received by them and collaborators of their choice (“Primary Market”) as well as for all the rest of the sales happening thereafter among various different collectors (“Secondary Market”). SIO also understands that creators can only select donating amounts on a pro-rata basis displayed in percentages (%) of overall remaining sale proceeds. Donation amounts are subject to the price of the NFTs selected by creators and collectors and the percentage they choose to donate. Donation amounts might also be subject to a decision made by other End-Users on the Platform as specified by the Company.
3.2 The SIO acknowledges that End-Users are the only ones defining NFT prices on the DoinGud Platform. End-Users are free to select the amount of NFT sales proceeds to be provided for the Social Cause (“Donation(s)”). Donations and amounts End-Users select are set up as parameters in the smart contract when the NFTs are minted. Donations take place when (a) the creator sells the NFT to the collector for the first time (“Primary Market Sale”) and (b) the NFT is resold over the DoinGud Platform (“Secondary Market Sale”). The company reserves the right to add more options for Donations over time. SIO understands that unless otherwise specified in the Order Form or on the Company’s Site, the Company is not involved in determining or influencing prices on the NFT market and cannot impact the creators’ or collectors’ selection of the SIOs or amount of Donations.
3.3 The SIO is aware, understands and agrees that the End-Users buying and selling the NFTs on the DoinGud platform are transacting on the DoinGud platform on a pseudonymous basis. DoinGud is not collecting, processing and transmitting personal information to the SIOs or other third parties unless such transmission of information becomes technically viable and is contractually arranged and compliant with requirements of General Data Protection Regulation 2016/679 (the “GDPR”).
3.4 The SIO is aware of the risk that the Company does not have control over and will not be liable for the underlying blockchain protocols governing transactions (including distributions of Donations) on the DoinGud Platform (“Protocols”) and may not be able to launch the project or deploy the smart contract on top of the Protocols as proposed and communicated by the Company to the SIO and End-Users if the community operating such underlying Protocols or the smart contract parameters does not use, deploy or engage with the Smart Contract as proposed by the Company. SIO acknowledges and agrees that the Protocols, smart contracts or a decentralised autonomous community defining the parameters thereof might change the terms for Donations and Claims from time to time. If such change is made, the Company will use its reasonable efforts to promptly notify the SIO.
3.5 The SIO is further aware that the Donations are made only if and when the NFT with SIO selected as a recipient of the donation higher than zero (0) was minted and purchased. If no purchase is made or if a purchase is made but the purchaser fails to interact with the smart contract in such a way that the transaction is validated on-chain and thus made evidenced on the blockchain, or if any other reason prevents the transaction from being fully validated and sales proceeds from being successfully distributed, SIO understands that the Company will not be liable and that for the purposes of these Terms no claim of a Donation can be made.
3.6 When a transaction is successfully evidenced and sale proceeds distributed by the distributed ledger technology (“DLT”), the SIO undertakes to claim Donations and collect the funds donated to it by creators and collectors (“Claim”). SIO understands that Claim requires the SIO, its Donor Advised Fund or any other Authorised Person(s) specified in the Order Form to successfully connect its Polygon network-compatible third-party digital wallet (e.g., Metamask or Wallet Connect), choose the correct network to interact with the smart contract, give required permissions to that smart contract to enable transactions and meet all other technical requirements their designated digital wallet may impose when making such Claim. Parties understand that Donation is not at any point or in any way held in trust by the Company. Donation belongs to the SIO in full and is not refundable once claimed. DoinGud is not responsible or liable for Donations, allocations or claims of donations, any delays connected to the claim or receipt of a Donation, inability to claim or SIOs delay in claiming any and all Donations made through DoinGud Platform.
3.7 SIO shall use the Donation received solely for purposes consistent with the Social Cause and SIO’s overall purpose and establishment.
4. Reporting and Claiming Donations
4.1 All transactions among End-Users and sale proceeds thereof, including but not limited to Donations, are transcripted and visible to the public at all times on a distributed ledger that publicises transactions among those transacting on the blockchain.
4.2 SIO is solely responsible for maintaining records of and reporting Donations and agrees to indemnify and hold the Company free of any responsibility to record or report on any Donations.
4.3 For the purpose of claiming Donations, the SIO, its Donor Advised Fund or Authorised Person will connect its Polygon compatible wallet to the DoinGud platform and claim Donations. The SIO will further maintain, hold custody over and use its own digital wallet address or a trusted third-party provider of custodial wallet when interacting with smart contracts distributing sale proceeds resulting from transactions conducted over the DoinGud Platform.
4.4 For the purpose of claiming Donations, SIO represents and warrants that it will collect all Donations on the digital wallet address set forth in the Order Form, compatible with the ERC-20 standard and network of the Company’s choice, for which the SIO is solely responsible.
4.5 The SIO understands and accepts that indicating a false address or an address that does not technically support the ERC-20 USDC for receiving Donations and Polygon Network for claiming or any other network of the Company’s choice, or the ability to access or withdraw funds, may result in the SIO failing to gain access to its Donations. Would there be a regulatory, technical, commercial or any other reasonable requirement to add or remove the currencies in which Donations are denominated, the Company reserves the right to add or remove certain currencies from the Platform and support different blockchain networks in the future. SIO further understands that it remains in its sole responsibility to safeguard the private key file related to said address and that in case the SIO loses access to the address (or wallet as described in Section 4.3), the Donations would be unrecoverable and will be permanently lost.
4.6 Would an SIO change its official representative making Claims on behalf of the SIO or would there be a change of SIO’s designated crypto address, wallet or any other relevant information provided to the Company for the purpose of Donations, the SIO shall immediately and in writing inform the Company of such change. Upon the receipt of such notice, the Company shall implement such change in a reasonable time and provide the SIO with a notification when changes have been successfully implemented.
5.1 All taxes (including VAT, if any), charges, levies, assessments and other fees of any kind imposed on the receipt of Donation and Claims made by the SIO shall be the responsibility of, and for the account of, the SIO.
5.2 For any federal, state and local income tax purposes, if any, each Party agrees not to take any position on any tax return, report, statement or other tax documents that are inconsistent with the law. SIO understands that Company takes no responsibility for any tax risks associated with accepting these Terms, and the SIO should consult their own tax advisors as to the tax implications of these Terms, the Agreement, Claims and Donations. SIO acknowledges and understands that failure to do so in a timely manner may result in significant adverse tax impacts.
6. Confidential Information
6.1 The Parties agree to hold each other's “Confidential Information” confidential for a period of three (3) years following the signing of the Agreement. The Parties agree that unless required by a Company Service Provider (e.g., a KYC provider) they shall not make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than the implementation of these Terms unless approved by the Parties otherwise in writing. Each Party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the Terms.
6.2 Confidential Information shall mean all material and information that has or will come into possession or knowledge of the other Party in connection with its performance hereunder and which in the ordinary course of business is considered to be treated confidential. A Party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the other Party by a third party without restriction on disclosure; (d) is independently developed by the other Party; or (e) is required to be disclosed by law or governmental regulation or by any competent body or authority provided that the recipient shall inform the disclosing Party of its obligation to disclose information, of the information to be disclosed and of the circumstances in which the disclosure is alleged to be required as early as reasonably possible before such disclosure must be made and shall take all reasonable actions to avoid and limit such disclosure. The Parties agree that the information duty under (e) shall not apply to disclosures towards tax authorities (“Confidential Information”).
7. Media Releases
7.1 Parties agree that their role in relation to the promotion of social causes is dependent on the promotion plan that the Parties may specifically agree upon. Such a promotion plan may include a schedule and content for communication activities across different media channels Parties use when interacting with their users, clients, partners or other interested individuals and organizations (“Promotion Plan”). Parties agree to compose a Promotion Plan with the endeavour to primarily promote the social causes and Sustainable Development Goals. Parties will further execute the Promotion Plan in good faith and will not disparage but will instead uphold and preserve the name and reputation of each Party’s names and reputations of their Board Members, trustees, officers, employees, and representatives to any individuals, entities or the press or media.
7.2 Promotion Plan may include especially, but shall not be limited to, (a) inclusion of their trademarks, logos and other recognizable material on each other’s website, social media and/or app, (b) public announcements in traditional and social media, (c) creation of a page on Company’s Website for SIO’s Public Profile, (d) recording and editing of multimedia content (e.g., AMA, Q&A, interviews, fireside chats, panel participations, twitter space discussions, etc.), and (e) written articles that reveal stories about SIOs beginnings, achievements, goals and objectives, special accomplishments or future undertakings.
7.3 Parties agree to use their best efforts to execute on pre-approved Promotion Plan, however, nothing in these Terms shall be construed in such a way to bind either of the Parties to endorse or promote the other, nor will any such endorsement or promotion be implied or construed based on SIO’s acceptance, acknowledgement or claim of Donation made by the creators and collectors.
7.4 Without the prior written consent of the other Party, neither Party shall issue any media release or similar publicity relating to the terms herein. Neither Party shall use the trademarks, trade name or logo (collectively “Intellectual Property”) of the other Party without having first obtained the other Party’s consent. The Promotion Plan can only be executed upon both parties agreeing on it and reviewing the schedules and contents included therein. Parties agree and acknowledge any changes of their Intellectual Property and/or Promotion Plan shall be communicated and implemented within a reasonable time.
7.5 Parties grant to each other a non-transferable, non-exclusive, non-sublicensable, revocable license to use, copy, and display the marks exchanged between them via email or other storage services (“Marks”) for the limited purposes set out in with these Terms and Promotion Plans. All licenses to the Marks granted under this Section shall be terminated with respect to any future use upon the termination of the Agreement.
7.6 Parties may use each other’s Marks respectively, on correspondence, documents, websites, clothing, and promotional or marketing materials of any kind in connection with the Promotion Plan. Each of the Parties will comply with any reasonable trademark guidelines that the other may provide. The Parties shall comply with all specifications provided in advance relating to the Marks, including their design, manufacture, packaging, distribution, and sale or use, and be of a quality consistent with the standards and reputation for quality symbolized by the Marks as of the Effective Date; and all applicable laws and regulations. Any use not in conformance with these guidelines requires prior written consent.
7.7 Parties acknowledge that (a) it has no interest in the other Party’s marks other than the license granted under these Terms, (b) the other Party will remain the sole and exclusive owner of all right, title, and interest in its marks, and (c) any and all goodwill in the other Party’s Marks will inure solely to the benefit of the other party.
7.8 Parties agree not to use their Marks in any manner that suggests or implies endorsement of a specific cryptocurrency or token (“Shilling”), nor political views or religious beliefs, including, without limitation, in connection with any campaign activity for or against a political candidate or in connection with any lobbying activity.
7.9 SIO acknowledges that the Company is not responsible for any promotion, mentioning or acknowledgement of the SIO by creators and/or collectors and will not be responsible for any social media posts made by End-Users mentioning the SIOs, other than the ones specifically agreed upon in the Promotion Plan.
8. Warranties and Representations
8.1 The SIO represents and warrants to the Company the following, and acknowledges that the Company is relying on representations and warranties described in Section 8 as specified below.
8.2 The SIO is duly organized, validly existing and in good standing under the laws of its domicile.
8.3 The SIO and its representatives have all requisite power and authority to accept these Terms and execute, issue and deliver the Agreement, and to carry out and perform its obligations under these Terms and the Agreement and any related agreements. Both, Terms and the Agreement constitute a legal, valid and binding obligation of the SIO enforceable in accordance with its terms.
8.4 All information provided within any registration process linked to these Terms and the Agreement is true and accurate and the SIO does not act on behalf of any third party.
8.5 The SIO is legally permitted to receive, hold and make use of Donations in its jurisdiction, and is not obtaining or using Donations for any illegal purposes.
8.6 The SIO is not listed, or associated with any person or entity listed, on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Person Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations, and neither the SIO nor any of its affiliates, officers or directors is a resident of a country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on money laundering.
8.7 The SIO confirms not to be a resident of, a citizen of or located in a geographic area that is subject to, UN-, US-, EU-, Swiss or any other sovereign country sanctions or embargoes. Further, the SIO is not domiciled in or organized under the laws of any country, whose legislation conflicts with the receipt of the Donations and/or the purpose of the Company in general.
8.8 The SIO understands and agrees that it is not entitled to transfer in any other way the Donations to persons as defined in subsections 8.6 and 8.7 above.
8.9 The SIO is a registered, in good standing, non-profit organization as such a term is defined in the law of their local jurisdiction.
8.10 The SIO represents and warrants that it will respect DoinGud values, promote non-violent communication and will not tolerate any act of aggression, human behaviour that discriminates, disrespects, harms, and/or leads others to feel unsafe within the DoinGud community. The SIO represents and warrants to promptly inform DoinGud of any public or internal incidents that would go against the value systems DoinGud stands for and that would hold the potential to harm the SIOs and/or DoinGud’s good name.
8.11 The SIO has such knowledge and experience in non-profit as well as financial and business matters that the SIO is capable of evaluating the merits and risks of entering into these Terms and the Agreement respectively of Donations SIOs receive with the sales of the NFTs, and is able to incur a complete loss of such Donations without impairing the SIO’s organizational and/or financial condition.
8.12 The SIO has a sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like BTC, ETH, USDC, and blockchain-based software systems and intends to obtain Donations cryptographic tokens for the use of the Platform.
8.13 The SIO is receiving the Donations as implemented within the smart contract to support the Social Cause the SIO represents and realizes. The SIO is being aware of the commercial risks associated with the underlying blockchain protocols and the smart contract. The SIO is not entering into these Terms and the Agreement with the Company to obtain Donations for the purpose of speculations.
8.14 All information and documentation supplied to the Company related to the SIO’s stated Social Cause, Public Profile, and under Section 2 of this these Terms (Authenticity Check) is true and accurate as of the Effective Date. Any changes related to the SIO’s stated Social Clause after the Effective Date shall be immediately reported to the Company in writing.
8.15 SIO represents and warrants that information provided in Section 4 of these Terms (Reporting and Claiming Donations) and specifically Section 4.4, are true and accurate. If any changes are made to them, the SIO shall immediately communicate them to the Company and seek further guidance as to how such changes affect this relationship and SIO ability to claim funds. SIO represents and warrants that no such change will be done without the Company’s acknowledgement and understands that in case the change is made to Section 4, the SIO might not be able to claim its Donations.
8.16 The SIO understands and expressly accepts that there is no warranty whatsoever on the Donations and/or the success of the Company’s Platform, expressed or implied, to the extent permitted by law, and that the Donations may only be created and obtained if the NFTs are successfully sold and donating amounts successfully validated on blockchain and distributed via smart contract. Donation claims are at the sole risk of the SIO, and the Platform is being provided on an “as is” and “under-development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties of fitness for a particular purpose. The SIO is aware that it will not receive money or any other compensation for any Donation created but not allocated, not used or that remains unused.
8.17 The SIO understands that it bears the sole responsibility to determine if the allocation, use or ownership of Donation, the potential appreciation or depreciation in Donation value over time (if any) and/or any other action or transaction related to the Donations have tax implications; by receiving, using or holding Donations and to the extent permitted by law, the SIO agrees not to hold any associated party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the Donation to the Company, the allocation, use or ownership of Donation or any other action or transaction related to the Platform.
8.18 The SIO hereby waives the right to participate in any class-action lawsuit or class-wide arbitration against any entity or individual involved in the claim of Donations and with the operation of the smart contract and the underlying protocols.
9. Limitation of Liability
9.1 The Parties limit the liability of each Party under these Terms and the Agreement under any title to damages caused by wilful intent or gross negligence.
9.2 The SIO acknowledges and agrees that, to the fullest extent permitted by any applicable law, but always excluding cases of wilful intent or gross negligence, the SIO will not hold the Company, any developers, auditors, contractors and/or members of the board of directors or founders of the Company, or the Platform liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use the Platform or the Donations under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, or delays caused by either Party; and that the Company, any developers, auditors, contractors and/or members of the board of directors or founders of the Company, or the Platform shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use the Platform or the Donations.
9.3 The SIO further specifically acknowledges that the Company, developers, auditors, contractors and/or members of the board of directors or founders of the Company or the Platform are not liable, and the SIO agrees not to seek to hold them liable, except in cases of wilful intent or gross negligence, for the conduct of third parties which act as subcontractors for the Company, as well as for the conduct of third parties which may use Donations or the Platform and that the risk of creating, holding and using Donations rests entirely with the SIO.
9.4 The SIO further specifically acknowledges that the Company, any developers, auditors, contractors and/or members of the board of directors or founders of the Company or the Platform are not liable, and the SIO agrees not to seek to hold them liable, except in cases of wilful intent or gross negligence, for any direct or indirect costs and/or damages arising out of or in connection to regulatory implications, regulatory non-compliance or liabilities associated with or arising from the allocation, ownership or use of Donations or any other action or transaction related to the Platform provided that the Company has taken all reasonable measures to assure compliance with applicable laws and regulations.
9.5 By receiving, holding or using Donations, and to the extent permitted by law, the SIO agrees not to hold any third party (including developers, auditors, contractors, members of the board of directors or founders) liable, except in cases of wilful intent or gross negligence, for any regulatory implications or liability associated with or arising from the allocation, ownership or use of Donations or any other action or transaction related to the Platform.
9.6 SIO understands and agrees that the SIO is the sole and exclusive owner of all Donations and has sole custody over their designated digital wallet address and Donations thereof before and after the Claim has been made.
9.7 SIO also understands that in case the NFT is sold on a third-party platform outside the control of the Company, the SIO will not be able to collect or claim Donations as there is no guarantee that such third-party platform NFT sale corresponds to the smart contract or the protocols used for distributing the sales proceeds and Donations.
10.1 Company Indemnification. Subject to the terms and conditions set forth in Section 10.2, Section 10.3, and Section 10.4, SIO (as “Indemnified Party”) shall indemnify, hold harmless, and defend the Company and its officers, directors, employees, contractors, 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 attorneys' fees, that are incurred by Indemnified Party (collectively, “Losses”), arising out of or related to any third-party claim alleging:
breach or non-fulfilment of any provision of these Terms and the Agreement by Indemnifying Party or Indemnifying Party's personnel;
any negligent or more culpable act, material misrepresentation, or omission of Indemnifying Party or its Personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under these Terms and the Agreement;
any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party or its Personnel (including any reckless or willful misconduct); or
any failure by Indemnifying Party or its Personnel to comply with any applicable international, federal, state or local laws, regulations, or codes in the performance of its obligations under these Terms and the Agreement.
10.2 Notice of Third-Party Claims. Indemnified Party shall give notice to Indemnifying Party (a “Claim Notice”) within fourteen days after obtaining knowledge of any Losses or discovery of facts on which Indemnified Party intends to base a request for indemnification under Section 10.1. Indemnified Party's failure to provide a Claim Notice to Indemnifying Party under this Section 10.2 does not relieve Indemnifying Party of any liability that Indemnifying Party may have to Indemnified Party, but in no event shall Indemnifying Party be liable for any losses that result directly from a delay in providing a Claim Notice, which delays prejudices the defence of the related third-party claim. Indemnifying Party's duty to defend applies immediately, regardless of whether Indemnified Party has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim.
10.3 Indemnified Party Control of Defense. Notwithstanding anything to the contrary in this Section 10, Indemnified Party may select its own legal counsel to represent its interests, and Indemnifying Party shall:
reimburse Indemnified Party for its costs and attorneys' fees immediately upon request as they are incurred; and
remain responsible to the Indemnified Party for any Losses indemnified under Section 10.1.
10.4 Settlement of Indemnified Claims by Indemnifying Party. The Indemnifying Party shall give prompt written notice to the Indemnified Party of any proposed settlement of a claim that is indemnifiable under Section 10.1. Indemnifying Party may not, without Indemnified Party's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder.
11. Assignments and Transfers
11.1 These Terms or the Agreement, including any rights and obligations contained herein, and in particular the right to Donations as described herein, cannot be assigned or transferred by the SIO in whole or in part without the previous written consent of the Company, such consent to be given at the sole and exclusive discretion of the Company and only in compliance with applicable laws and regulations. Any assignment or transfer that does not conform with the terms of this provision shall be void.
11.2 The Company is entitled to assign or transfer these Terms or the Agreement and/or the development and deployment of the Platform in whole or in part to a DoinGud Foundation. It may also assign the Agreement to other entities upon prior notification and consultation with the SIO.
12. Termination of the Agreement
12.1 The Agreement will remain in effect until terminated in accordance with these terms. Either Party may unilaterally terminate the Agreement by providing written notice of that decision to the other. Such termination will be effective 30 days after delivery of the notice by the terminating party.
12.2 In case of any substantial break of either Party’s obligations under the Agreement, the non-breaching Party may provide the breaching Party with written notice of the breach. If the breaching party fails to cure the breach within 30 days after receipt of such notice, the non-breaching Party may terminate the Agreement upon delivery to the breaching Party of a written notice to that effect, with the termination effective upon delivery of such notice to the breaching Party. The non-breaching Party may in its reasonable discretion determine whether the breach has been cured.
12.3 Either Party may immediately terminate the Agreement by giving written notice to the other if it determines, in its sole discretion, that the other Party has engaged or is engaging in conduct that reflects materially and unfavourably upon the reputation of the terminating Party. Such termination will be effective upon delivery of the notice by the terminating party.
12.4 Upon termination of the Agreement, Parties will cooperate in reasonable transition activities to minimize adverse impacts of the termination. Upon Termination, the SIO is required to claim any and all remaining Donated amounts due to the SIO. The Company will not claim any Donated amounts and shall have no liability in connection with any unclaimed Donations. Following termination of the Agreement, the Parties agree to promptly cease use of any Marks of the other Party.
12.5 DoinGud reserves the right to put the SIO’s account temporarily on hold if the circumstances provide a reason to believe that the agreement should be terminated for any reason, especially would the SIO breach DoinGuds value system and engage, promote, omit or conduct such actions that would result in violent communication, aggressive, insulting behaviour, discrimination or disrespects.
13.1 The SIO and Company will each appoint one individual to act as a principal contact person and to coordinate activities. SIO and Company each may change their contact person at any time and will notify the other.
13.2 These Terms and the Agreement entered between the Parties, together with its exhibits, expresses the final, complete, and exclusive agreement between the Parties, and supersedes any and all prior or contemporaneous written and oral agreements, arrangements, negotiations, communications, course of dealing, or understanding between the Parties relating to its subject matter.
13.3 Parties are and will remain independent contracting parties. Nothing in the Agreement or in this Terms creates an employment, partnership, joint venture, fiduciary, or similar relationship between the Parties for any purpose. Neither Party has the power or authority to bind or obligate the other to a third party or commitment in any manner. Any use of the term “partner” or comparable term in any communication is solely for convenience.
13.4 Company understands that the SIO may enter into commercial co-venture, product promotion, sponsorship, or other similar arrangements with other companies, including, without limitation, companies with whom the Company may compete.
13.5 Company reserves the right to change or modify these Terms at any time and at our sole discretion. Parties acknowledge that the Agreement may be amended only as stated in and by a writing signed by both Parties which recites that it is an amendment to the Agreement.
13.6 If any provision in these Terms or the Agreement is held invalid or unenforceable, the other provisions will remain enforceable, and the invalid or unenforceable provision will be considered modified so that it is valid and enforceable to the maximum extent permitted by law.
13.7 Neither party will be required to perform or be held liable for failure to perform if nonperformance is caused by labour strikes, work stoppages, war, hostilities, a national emergency, acts of God, epidemics, quarantines, natural disasters, power failures, protocol failures, hacking attacks or any other causes beyond the control of the party unable to perform. The non-performing Party will notify and consult with the other party regarding the event and how to minimize its impact, and in all cases will make commercially reasonable efforts to address the problem and carry out its obligations. During the force majeure time, we might experience glitches or disruption of network or other interruptions of services for which none of the parties will be held liable.
13.8 In urgent situations which might be caused by distress or one of the above-mentioned circumstances, DoinGud reserves the right to remove anyone and anything from its official Registries and from the Site, with or without prior notice. We may also require additional or different information from the SIO and change the communication channels to fit and realize the purpose of the Impact Partnership Agreement.
13.9 The Agreement between the Parties may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. Transmission by email or DocuSign and other digital means of executed counterparts constitutes effective delivery.
14. Governing Law and Jurisdiction
14.1 These Terms and all claims relating to or arising out of the Terms or the Agreement, or the breach thereof, whether in contract, tort or otherwise, shall be governed by Swiss Law, excluding Swiss choice-of-law principles.
14.2 Any dispute, controversy or claim arising out of, or in relation to these Terms or the Agreement, including the validity, invalidity, breach, or termination thereof, shall be resolved amicably and with the use of alternative dispute mechanisms, including mediation and arbitration. Would such alternative dispute resolution not be successful, any continuing dispute shall be resolved by the ordinary courts of Zug, Switzerland. To the extent that any lawsuit is permitted under these terms or the Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the ordinary courts of Zug, Switzerland.