Qualified NPO

Authorized to Accept Donations in the Following States: Nationwide

QUALIFIED NPO AGREEMENT TERMS AND CONDITIONS

This Qualified NPO Agreement (“Agreement”) is given for the purpose of receiving donations through Help Worldwide™ and/or any loyalty program that is a Participant of Pandora’s Paradise Club (Network), each a Party and collectively referred to as the Parties. Whereas, Organization understands that participating loyalty programs, through the use by individual members of their loyalty cards at Network Merchants, generate automatic donations to non-profit and/or charitable organizations by allocating a portion of the fees participating loyalty programs receive from Network Merchants (“Referral Fees”) to the non-profit and/or charitable organization of the individuals members’ choice. Whereas, Organization desires to receive a portion of the Referral Fee. Now therefore, in consideration of the mutual agreements and covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. This Agreement will act as authorization for donations to Organization to be received through Pandora’s Paradise Club from Network Merchants. Organization is a charitable organization duly registered with the Secretary of State (or) the Office of the Attorney General of the State set forth in the sign-up section under the Registration Number set forth in the sign-up section.

2. Organization understands and agrees to receive donations from and/or through Pandora’s Paradise Club and/or any loyalty program that is a Participant of the Network. The program shall commence as soon as commercially reasonable and in compliance with state law and shall continue for an indefinite period.

3. Organization understands that a percentage of every Referral Fee generated by a transaction where a loyalty card was utilized by an individual loyalty program members who elected to allocate a portion of the Referral Fee to Organization will be remitted to Organization, however the amount of the donations that will be remitted to Organization CANNOT be presently known as it will depend on such intangibles as

• the Referral Fee percentages individual Network Merchants agree to provide to participating loyalty programs,
• the Referral Fee participating loyalty programs actually receive from Network Merchants and the 90-day hold period for a Qualified Transaction to settle has passed,
• the number of individual loyalty program members who choose to allocate a portion of their Referral Fee to Organization,
• the number of individual loyalty program members who actually participate by using the loyalty program card and
• other future contingent factors that may arise.

4. Organization understands that, upon prior agreement with Pandora’s Paradise Club, Organization may elect, as an additional fund-raising method under the loyalty program, to sell loyalty cards for a pre-determined sales price or distribute loyalty cards in exchange for a donation. Organization shall comply with all applicable laws with respect to any charitable solicitations undertaken by Organization with respect to the loyalty program and/or the loyalty card, including without limitation,

•  the disclosure on a per-unit basis of the exact amount or percentage of the sales price or donation for the loyalty card that will be retained by Organization and
• the filing of any written agreements relating thereto with the appropriate regulatory authorities

5. Organization understands and agrees that Help will pay all donations payable to Organization upon reaching a threshold sum equal to not less than one hundred dollars ($100), on the 5th and 20th of each month. If the 5th or 20th of the month falls on a weekend or holiday, payment shall be made to Organization on the preceding business day. Pandora’s Paradise Club reserves the right to off-set and/or deduct from such payments all reasonable banking, postage and handling fees related to such payments.

6. Organization understands that only by completing the Automated Clearing House (“ACH”) Authorization section will Pandora’s Paradise Club be able to forward donations to Organization. Completing this section authorizes Pandora’s Paradise Club to initiate electronic debit and credit entries (“Entry/Entries”) to Organization’s designated checking/savings account for the strict purpose of fulfilling the terms herein according to all Federal regulations governing ACH services and electronic banking transactions. This ACH authorization shall remain in effect until Organization’s bank (“Bank”) and Pandora’s Paradise Club have received Organization’s written notification terminating service or changing the ACH account information, subject to a reasonable amount of time for Pandora’s Paradise Club or Bank to act upon a request which is subject to reconciliation. Organization shall send written notice of any erroneous Entry to Pandora’s Paradise Club within forty–five (45) days of the Entry being posted, for Pandora’s Paradise Club to research and correct, if necessary, the error. Pandora’s Paradise Club reserves the right to off-set or deduct from such payments all reasonable banking, postage and handling fees related to such payments. This section shall survive termination of this Agreement.

7. Organization understands and agrees that, in the event any Network Merchant disputes the validity or propriety, including but not limited to fraud or oversight of any Referral Fee collected from said Merchant and investigation establishes, in Pandora’s Paradise Club sole discretion, that such Referral Fee should not have been collected, any portion of the Referral Fee that has already been paid out to or credited to Organization on such disputed items shall be offset from future donations.

8. Organization understands and agrees that it shall be solely liable for any and all tax consequences, if any, resulting from or relating in any way to its receipt of funds from and/or through Pandora’s Paradise Club and/or any loyalty program that is a Participant in the Network.

9. Organization hereby agrees to grant to Pandora’s Paradise Club its assignees and/or any eligible Network Participants, the non-exclusive, royalty free right to use the name and the logo(s) of Organization on any and all marketing literature, advertising, websites and/or commercial material of Pandora’s paradise Club, its assignees, and/or participating loyalty programs in their capacity as Network Participants for the purposes set forth in this Agreement and in order to show the participation of the Organization in the Network. Organization understands that Organization may exercise control and approval over the content and volume of any solicitation made on Organization’s behalf. Organization agrees to execute and deliver to Pandora’s Paradise Club letters, similar in form and content to the form attached hereto as Exhibit A-1 and A-2, on Organization letterhead for Pandora’s Paradise Club to utilize in recruiting members and HWW Merchants into the Network.

10. Organization certifies that

•  it owns the rights attached to the name of Organization and its logo(s), and
• is registered with all Federal, State and/or local authorities, as appropriate, as a non-profit organization and/or a charitable organization.

11. Pandora’s Paradise Club hereby agrees to grant to Organization the non-exclusive, royalty free right to use its name and the logo(s) on the marketing literature and/or website of Organization for the limited and sole purpose of having Organization explain and advertise its participation in the Network.

12. Parties understand and agree that this limited right to use the name and logo(s) of the other Party does not constitute a grant of any other right or license.

13. Pandora’s Paradise Club may change, suspend or discontinue any aspect or feature of the Network, the terms and conditions of this Agreement and related services at any time including the availability of any database or content, without prior notice or liability. Pandora’s Paradise Club reserves the right, at its discretion, to change or modify any of the terms and conditions of this Agreement at any time. Any notice given hereunder shall be in writing and deemed to have been given when deposited in the US Mail or in a registered or certified pre-paid envelope or by Pandora’s Paradise Club publication, email to Organization, public announcement or posting on the Pandora’s Paradise Club Website & binding herein by such notification.

14. The Parties understand and agree that Organization may terminate its participation in and involvement with the Network, upon sixty (60) days written notice by certified mail to Help at the address listed above. Pandora’s Paradise Club shall have the right to refuse enrollment to, or to immediately terminate participation of, Organization for any reason, including but not limited to, reasons such as the Organization is engaged in areas such as the sex industry, legal gambling, any illegal activity or any other business deemed to be offensive or counter to the spirit of the Network.

NPO Authorized Representative Initials:_______________________________________