OAECC Master Membership Acceptance Agreement
This OAECC Master Membership Acceptance Agreement (this “Agreement”) contains the terms and conditions that OAECC, an Ohio corporation, and the Organization (as defined below) agree will govern the Membership by OAECC to the Organization, and the transfer, delivery, receipt, storage, and use by the Organization, of items previously donated to OAECC (the “Donated Goods”). The Donated Goods shall be designated on an order inventory confirmation generated upon the Organization’s placement of an order through OAECC’s website (www.OAECC.org) or otherwise designated in accordance with a Program (as defined below).
Please read this Agreement carefully.
By checking “I AGREE” or “I ACCEPT TERMS AND CONDITIONS” you acknowledge and agree that you have read and accept the terms and conditions of this Agreement in its entirety on behalf of, and as the binding obligation of, your organization (the “Organization”). In addition, you represent and warrant that you are authorized to enter into this Agreement on the Organization’s behalf.
OAECC and the Organization may each be referred to herein as a “Party” and together as the “Parties”.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Membership
The Organization represents and warrants to OAECC that all materials that the Organization provided to OAECC in support of the Organization’s application to become a member of OAECC are true, correct and complete. The Organization shall notify OAECC if any event or change occurs that results in the foregoing representation and warranty no longer being accurate.
The Organization represents and warrants to OAECC that the Organization (1) is a taxâ€exempt public charity as described in Internal Revenue Code (“IRC”) § 501(c)(3) and not a private foundation, (2) is not subject to a revocation of tax-exempt status or other adverse tax determination from the Internal Revenue Service, (3) is not currently and have not formerly been subject to any investigation or examination by any state or local authority, including but not limited to law enforcement and charity regulators, or any federal authority, including but not limited to the Internal Revenue Service and Federal Trade Commission, and (4) is not aware of any threatened revocation, adverse tax determination, investigation, or examination. If the Organization becomes the subject of any such revocation, adverse tax determination, investigation, or examination, or any written threat thereof, the Organization shall notify OAECC within five (5) days of such determination, the initiation of such investigation or examination or the Organization’s receipt of a written threat.
The Organization shall (1) refrain from supporting or opposing candidates in political campaigns in any way, (2) ensure that the Organization’s net earnings do not inure in whole or in part to the benefit of private shareholders or individuals (including without limitation board members, officers, key management employees, or other insiders), (3) not further non-exempt purposes (such as purposes that benefit private interests) more than insubstantially, (4) not be organized or operated for the primary purpose of conducting a trade or business that is not related to your exempt purpose(s) and (5) not devote more than an insubstantial part of the Organization’s activities attempting to influence legislation.
OAECC reserves the right to immediately suspend or immediately terminate the Organization’s status as a member of OAECC for any reason in OAECC’s sole discretion. Only current OAECC members who have not been suspended are eligible to obtain Donated Goods from OAECC, either directly or under a Program. Suspension or termination of the Organization’s status as a member of OAECC shall not be OAECC’s exclusive remedy for the Organization’s violation of this Agreement (or any other agreement between OAECC and the Organization) and shall not preclude OAECC’s simultaneous or subsequent exercise of any right, power, or remedy that OAECC may have under this Agreement (or any such other agreement), at law or in equity.
Records:
Upon reasonable notice, the Organization shall promptly make such records available to OAECC or OAECC’s designee for inspection, audit, or copying upon OAECC’s request.
The Organization shall promptly provide adequate substantiation and records of the Organization’s distribution of Donated Goods to the Internal Revenue Service and/or OAECC upon request.
In addition, the Organization shall comply with all of OAECC’s reporting and record keeping requirements for the Organization, as set forth in notices from OAECC, including requirements related to IRC § 170(e)(3) and IRC regulations § 1.170A-4A(b)(2) and (3). Such reporting requirements include the provision of certain information in connection with the Organization’s ordering and/or receiving Donated Goods. OAECC and the donor of the Donated Goods to OAECC may rely on the accuracy of information reported by the Organization and the Organization’s records.
Non-Discrimination Policy
The Organization shall adhere to a nondiscrimination policy in accordance with applicable state and federal law.
Indemnification
The Organization shall indemnify and hold harmless OAECC, its members, its affiliates, and each of its respective officers, directors, employees, agents, counsels, successors, and assigns (collectively, “Indemnified Party”) from and against any and all losses, costs, damages, expenses, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, liabilities, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), that are incurred by or claims against Indemnified Party, directly or indirectly, as a result of or in any way arising from: (i) any material breach by the Organization of the terms of this Agreement (or any agreement between the Organization and OAECC that relates to a Program); (ii) Donated Goods, including without limitation the selection, delivery, possession, use, operation, or return of Donated Goods, including, without limitation, Claims relating to the bodily injury or the death of any person. The Organization will reimburse any Indemnified Party for all Losses incurred by such Indemnified Party in connection with investigating, preparing or defending any such action or claim, whether or not in connection with pending or threatened litigation to which any Indemnified Party is a party. Such expenses shall be reimbursed on an as-incurred basis. The foregoing Agreement shall be in addition to any rights that any Indemnified Party may have at common law or otherwise including, but not limited to, any right to contribution. Each of the Parties shall give the other prompt written notice of any Claim of which it becomes aware.
Media/Communications
The Organization shall make no mention, orally or in writing, to the public, the media, or anyone else regarding OAECC, its Membership programs, in any manner or media without the express written consent of OAECC. The Organization shall coordinate all Press Statements that mention OAECC, its Membership programs or its donors, through OAECC’s press office (
[email protected]), which will endeavor to respond within 48 business hours to any and all inquiries. Press statements include, but are not limited to: Press releases, Media advisories, Interviews, Blogs, Webcasts, Newsletters and other materials.
During the term of this Agreement and for a period of twelve (12) months immediately following the termination of this Agreement, the Organization shall not, either directly or indirectly, on its behalf or on behalf of other individuals or entities, solicit or attempt to solicit any entity who the Organization is aware or should be aware is a OAECC donor for the Membership of products of any kind without the express written consent of OAECC.
