Terms and Conditions


SURPLUS Click .ORG, Nonprofit Terms and Conditions

The present content page outlines the terms and conditions that apply to nonprofit organizations that join SURPLUS Click .ORG. If you have any questions about our terms and conditions, please contact us at support@surplusclick.org.
These terms and conditions only apply to organizations that join SURPLUS Click .ORG.
Please also refer to our general terms of service for our website.

1. INTRODUCTION

1.1 SURPLUS Click .ORG is a 501(c)(3) organization registered in Arizona, and operates an online donation service website (“Website”) providing various services (“Services”), including the collection and processing of donations received (the “Donations”) from individual and organization donors (the “Donors”), managing the collection of gift aid (“Gift Aid”) on relevant Donations, and transferring Donations and Gift Aid to develop and enrich A.I.-based data-mining and public benefits. SURPLUS Click .ORG also administers grant programs independently from the Website, accompanying with SURPLUSClick.com that supports the present non-profit organization.

1.2 The present legal terms and conditions, in addition to any other terms and conditions applicable govern the use of the Services (“Terms of Service”) by the non-profit organizations (together referred to as the “Nonprofits” and each individually as a “Nonprofit”) that are registered as Registered Users with SURPLUS Click .ORG (as defined in clause 2.2 below). By registering and continuing to use or access the Website, you are agreeing as a Nonprofit to be bound by these Terms of Service with immediate effect. References in these Terms of Service to the “Nonprofit” or “you” (and similar) are references to you as a nonprofit or to any other eligible organization that has applied on your behalf to SURPLUS Click .ORG and/or has been registered by SURPLUS Click . ORG as a Registered User (as defined in clause 2.2).

2. REGISTRATION

2.1 Nonprofits are eligible to register as a Registered User and benefit from the Services provided by SURPLUS Click .ORG either via its Website or other grant programs administered offline.

2.2 Once you have successfully completed the registration process (including but not limited to completion of the Due Diligence Process set out in clause 2.5), you will be deemed a “Registered User”, and your registration shall continue for an indefinite period, subject to the satisfaction of any subsequent due diligence in accordance with clause 9, termination rights in accordance with clause 15 and SURPLUS Click's suspension and withdrawal rights in accordance with clause 16. For the avoidance of doubt, once the registration process is complete, the Registered User will be deemed as authorized by the Nonprofit unless there is evidence indicating fraud, as determined by SURPLUS Click .ORG.

2.3 SURPLUS Click receives Donations made through the Website and offline. Donations are made in their entirety and not to Nonprofits. When making a Donation, Donors may request how they wish funds to be allocated to projects listed on the Website. While they will endeavor to ensure that Donations reach the project chosen by the Donor, Trustee’s retain sole discretion regarding the onward distribution of Donations, together with relevant Gift Aid, to Nonprofits (so as to ensure appropriate handling and compliance).

2.4 By completing the registration process, you agree and acknowledge that:
  • (a) SURPLUS Click .ORG retains full control over the Donations (including, where applicable, Gift Aid) and the Donations will be allocated to SURPLUSClick's general fund if (without limitation):
    • (i) a project is retired or fully funded;
    • (ii) Donation without reference to a specific project or campaign;
    • (iii) a Nonprofit does not have an active account due to not having completed the renewal Due Diligence Process required pursuant to clause 2.5 of these Terms of Service;
    • (iv) a Nonprofit does not provide correct disbursement information within a reasonable timeframe after at least two reminder emails having been sent to the Nonprofit to update or provide such disbursement information;
    • (v) a Nonprofit, through the Website, raises less than USD 100 net of any fees payable by the Nonprofit to SURPLUS Click .ORG pursuant to clause 3 of these Terms of Service; or (vi) SURPLUS Click .ORG conducts an investigation of the Nonprofit and on the basis of the results of such investigation, decides to remove the Nonprofit from the Website.
  • (b) SURPLUS Click .ORG reserves the right to refuse to accept any Donation;
  • (c) SURPLUS Click .ORG initiates fundraising activities and appeals itself and may choose to make grants to a Nonprofit with funds it has itself raised. In this case, a Nonprofit may be invited by SURPLUS Click .ORG to submit project details to indicate such Nonprofit’s proposed use of such funds, but such projects might not be individually listed on the Website;
  • (d) the Nonprofit and/or its projects may be included on SURPLUS Click .ORG's associated websites including any partner or client websites;
  • (e) some Donors may use filter options on the Website (e.g. by a specific theme, region, size of projects, etc) which may result in some of a Nonprofit’s projects not being seen on the Website by such Donors;
  • (f) SURPLUS Click .ORG cannot ensure receipt of any minimum amounts of Donations and some or all of a Nonprofit’s projects may not receive any Donations;
  • (g) nothing in these Terms of Service shall constitute or be deemed to constitute a joint venture, partnership or agency relationship Nonprofit and the Nonprofit is not authorized to enter into any commitments
2.5 SURPLUS Click .ORG reserves the right to decline any registration, terminate any grant, and refuse or suspend Nonprofits or individual projects from being listed on the Website for any reason without further explanation. At the time of registration and at a minimum every two years thereafter, SURPLUS Click .ORG will undertake such checks as are necessary to verify or re-verify the identity and objectives of the Nonprofit (the “Due Diligence Process”).

2.6 Notwithstanding anything to the contrary in these Terms of Service, SURPLUS Click .ORG reserves the right to introduce new services and update or withdraw any of the Services, in its sole discretion, and will not be liable to the Nonprofit for exercising this discretion.

2.7 If SURPLUS Click decides to transfer Donations made by Donors, together with applicable Gift Aid, to the Nonprofit, you acknowledge that SURPLUS Click .ORG will not be able to process such transfers until:
  • (a) you have completed the registration process, have been accepted by SURPLUS Click .ORG as a Registered User, have an account accessible via the Website (“SURPLUS Click .ORG Online Account”) and if required by SURPLUS Click .ORG, have a publicly visible account (“Project Page”);
  • (b) GlobalGiving's systems have been updated to show that the Nonprofit is a Registered User and the Website has been set up to process payment transactions for the Nonprofit as a Registered User.
3. FEES

3.1 SURPLUS Click .ORG may, at its sole discretion, retain a fee of up to 15% from each Donation made to either GGF or GGUK and from any relevant Gift Aid reclaimed, covering the Services provided by SURPLUS Click .ORG(the “Donation Fee”).

3.2 SURPLUS Click .ORG reserves the right to change the Donation Fee, as well as to introduce new fees and charges from time to time and will use commercially reasonable efforts to notify you, of any changes to the Donation Fee or the introduction of new fees, by email.

4. SURPLUS Click .ORG OBLIGATIONS

4.1 SURPLUS Click .ORG will operate the Website and provide the Services so that Donors can make online Donations on the Website.

4.2 Where SURPLUS Click .ORG has received Donations and SURPLUS Click .ORG has resolved to distribute such Donations (including, where applicable, Gift Aid) to a Nonprofit at its discretion (as set out in clause 2.4), it will hold the funds on the Nonprofit’s behalf until they are paid out in accordance with these Terms of Service. You will not earn or be paid interest on the sums that SURPLUS Click .ORG holds and/or processes for you.

4.3 SURPLUS Click .ORG will use commercially reasonable efforts to collect, protect and secure the personal details of Donors in accordance with applicable data protection laws.

4.4 SURPLUS Click .ORG works to ensure the privacy of its Donors. For this reason, the physical addresses of donors are not available. SURPLUS Click .ORG will, however, display the names and email addresses of Donors that have not elected to remain anonymous. SURPLUS Click .ORG will not provide the names and email addresses of Donors that have opted for anonymity during the check-out process. In accordance with the CAN-SPAM Act of the United States, SURPLUS Click .ORG does not allow the usage of Donor email addresses off of the SURPLUS Click .ORG platform. A Nonprofit, may however, ask donors to opt-in to its organization’s mailing list by linking to a subscription form using SURPLUS Click .ORG's “thank you note” tool and “project report” tool. The Nonprofit and its members acknowledge and commit to securing donor privacy and agree that no Donor information will be redistributed to a third party and no Donor information will automatically be added to the Nonprofit’s mailing lists of any kind.

5. GIFT AID

5.1 Donors are responsible at all times for making an accurate Gift Aid declaration when they make a Donation. If a Donor does not make an accurate Gift Aid declaration or if HMRC rejects a Gift Aid declaration made by a Donor, no payments to the Nonprofit will be made in respect of the relevant Gift Aid claimed.

5.2 If HMRC requires to refund a previously paid Gift Aid claim, where payment in respect of such Gift Aid has been made to a Nonprofit, SURPLUS Click .ORG will contact the relevant donors may either:
  • (a) request repayment for the Gift Aid refund amount from the Nonprofit and the Nonprofit shall pay an amount equal to such Gift Aid within 10 days of receipt of such request;
  • (b) deduct the Gift Aid refund amount from any future payments made to the Nonprofit.
5.3 SURPLUS Click .ORG is not responsible for any delayed or incorrect payments made as a result of any acts or omissions of any financial institution.

5.5 To the extent permitted by applicable law, the provisions of this clause 5 will be interpreted in accordance with the relevant HMRC guidelines and any other applicable law or regulation in the United States of America relating to Gift Aid.

6. NONPROFIT’S OBLIGATIONS

6.1 The Nonprofit shall ensure that:
  • (a) all Donations (including, where applicable, Gift Aid) received will be used only for the project specified and in accordance with the project description posted by the Nonprofit on the Website or as set out in the written proposal submitted to SURPLUS Click .ORG, and not for any other purpose. SURPLUS Click .ORG may also at its sole discretion and from time to time, provide the Nonprofit with funds for general use, with such funding being clearly indicated in the disbursement report issued;
  • (b) all Donations (including, where applicable, Gift Aid) received must be used within two years from the date of receipt of such Donations;
  • (c) it informs SURPLUS Click .ORG if it receives Donations (including, where applicable, Gift Aid) that it should reasonably know it is not entitled to receive;
  • (d) any Donations (including, where applicable, Gift Aid) paid to it through the Website or offline are used by the Nonprofit in accordance with any stated purpose or specific fundraising appeal and it shall be the sole responsibility of the Nonprofit to ensure that Donations received by it are used for the stated purpose or appeal and SURPLUS Click .ORG will not be responsible for the use or non-use of any such Donations;
  • (e) the content it posts for display within the Website, including any links to other websites and the content of linked websites, will not be false, misleading, inaccurate or deceptive or violate any law or regulation or be defamatory, obscene or breach any intellectual property rights of a third party or breach any right of, or duty owed to, a third party;
  • (f) all of the details provided in connection with its SURPLUS Click .ORG Online Account and all of the content generated on the Website by or on behalf of the Nonprofit is kept accurate and up-to-date;
  • (g) it notifies SURPLUS Click .ORG if a project receives its total budget, including Donations (including, where applicable, Gift Aid) received from SURPLUS Click .ORG;
  • (h) it complies with all relevant data protection legislation and guidelines;
  • (i) it maintains the confidentiality of the Registered User’s Website login and password;
  • (j) it will only post projects and appeals that adhere to the Code of Fundraising Practice, which can be reviewed
6.2 The Nonprofit will be responsible for full use of the Website under its Registered User’s login and password whether or not such use is authorized by the Nonprofit. Each Registered User must notify SURPLUS Click .ORG immediately of any unauthorized use of such Registered User’s login or password.

6.3 Any actual or attempted use of the Website by you in violation of this Agreement may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. SURPLUS Click .ORG reserves the right in its sole discretion to review, monitor, and/or record any information relating to your use of the Website (“User Information”) without any prior notice to or permission from you, including, without limitation, by archiving content and/or communications submitted to and/or sent by you through the Website. SURPLUS Click .ORG may share any User Information it obtains from you with any law enforcement organization in connection with any investigation or prosecution of possible criminal or unlawful activity. SURPLUS Click .ORG will also disclose User Information as required by any court order and/or subpoena.

7. DUE DILIGENCE AND REPORTING REQUIREMENTS

7.1 To remain active on the Website and continue to receive Donations (including, where applicable, Gift Aid) paid to it through the Website, Nonprofits must comply with the following requirements:
  • (a) Reporting Requirements: The Nonprofit must submit quarterly project reports to SURPLUS Click .ORG which provide an update to both the Nonprofit’s supporters and SURPLUS Click .ORG's staff on the project’s progress (“Quarterly Project Reports”). The first Quarterly Project Report should be provided within 90 days of the Nonprofit posting a project on the Website, regardless of whether it has received any funding. The Quarterly Project Reports will be made visible on the Website and sent to relevant Donors and email subscribers. The Nonprofit must also provide a final written report to SURPLUS Click .ORG upon its project being marked as ‘fully funded’ on the Website.
  • (b) Due Diligence Requirements: The Due Diligence Process conducted by SURPLUS Click .ORG at the time of a Nonprofit’s registration shall, unless otherwise specified by SURPLUS Click .ORG, expire two years after the completion of such due diligence. Upon such expiry and at a minimum every two years thereafter, SURPLUS Click .ORG will undertake any further checks it deems necessary to re-verify the identity and objectives of such Nonprofit. If a Nonprofit fails to provide SURPLUS Click .ORG with the additional documentation required for SURPLUS Click .ORG to complete such follow-up due diligence, SURPLUS Click .ORG will deactivate all projects relating to the Nonprofit that are listed on the Website and the Nonprofit will not be allowed to participate in any SURPLUS Click .ORG affiliate programs. SURPLUS Click .ORG reserves the right to require any organization to submit documentation to SURPLUS Click .ORG at any time to verify use of funds, confirm programmatic activity, or for other Due Diligence purposes. If the Nonprofit has pending Donations which need to be disbursed, SURPLUS Click .ORG will within 30 days of the expiration of the previous due diligence, make its final payment to such Nonprofit.
  • (c) Miscellaneous Requests: The Nonprofit must comply with any document requests made by SURPLUS Click .ORG at any time to verify use of funds, confirm programmatic activity or for other due diligence purposes;
  • (d) Records Retention: The Nonprofit must maintain records of all receipts and expenditures of received grants and donations for a period of at least seven years after such grants and donations have been expended.
7.2 SURPLUS Click .ORG may share or publish any reports and supporting documentation received by the Nonprofit in accordance with these Terms of Service in any manner that it deems fit.

8. OWNERSHIP AND LICENSING OF INTELLECTUAL PROPERTY RIGHTS

8.1 Except for the rights expressly granted under these Terms of Service:
  • (a) SURPLUS Click .ORG retains all right, title and interest in and to the Website and the Services, including, without limitation, all intellectual property rights therein;
  • (b) subject to clause 8.2, SURPLUS Click .ORG retains all rights, title and interest in and to any information, materials or other content that the Nonprofit provides in connection with its registration and these Terms of Service, including all intellectual property rights therein.
8.2 The Nonprofit hereby grants to SURPLUS Click .ORG (and its sublicensees) a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, publish, translate, create derivative works of, distribute, transmit, and display its trademarks and graphic media in connection with the Services and SURPLUS Click .ORG's operations and other connected commercial or charitable activities.

10.3 The Nonprofit shall indemnify SURPLUS Click .ORG in respect of all losses, damages and expenses (including reasonable legal fees) suffered by SURPLUS Click .ORG as a result of its use or possession of the Nonprofit’s trademarks or any other information, materials or content submitted to it by the Nonprofit.

9. PAYMENTS TO THE NONPROFIT

9.1 Receipt of Donations: As set out in clauses 2.3 and 2.4 above, Donations made to projects on the Website are made to GlobalGiving and re-granted (together with applicable Gift Aid) at SURPLUS Click .ORG's absolute discretion to Nonprofits.

9.2 Processing of Donations: Donations (including, where applicable, Gift Aid) will be processed on the Nonprofit’s behalf and might be refused to process and hold Donations if it is not reasonably satisfied that:
  • (a) the transaction is legal and not related to fraudulent activities of any kind;
  • (b) the Donations have been properly authorised; or
  • (c) the information is correct.
9.3 Payment Schedule for Donations paid through the Website: SURPLUS Click .ORG will transfer cleared Donations that it has received and resolved to pay to a Nonprofit, which were made during the previous month including other pending funds and/or bonuses and any Gift Aid (where applicable) received during the previous month (the “Funds”), to the Nonprofit on or around the 25th of the month. By way of example, Funds raised in June will be sent to an organization on or near the 25th of July. In relation to Funds being remitted outside of the United States, SURPLUS Click .ORG will only remit the Funds if they exceed USD 250 in value (the “Transfer Minimum”). The Overseas Transfer Minimum is based on limitations set by SURPLUS Click .ORG's disbursement partners and helps reduce the overall cost of wire fees, the negative effects of charge-backs and donation reversals

9.5 Refunds: If after a Donation has been transferred to your account, such Donation is thereafter rejected or reversed for any or no reason, including payments made in error, credit card charge-backs, refund requests, suspected or actual fraud, in whole or in part, you will be liable to refund such rejected Donation amount in full. You hereby authorize to deduct any such amount and any directly related out-of-pocket expenses and reasonable administrative costs incurred by it in this context from your SURPLUS Click .ORG Online Account.

10. NONPROFIT WARRANTIES

10.1The Nonprofit represents, warrants and covenants that:
  • (a) it shall fully comply and will at all times continue to fully comply with all applicable laws, statutes and regulations, including, without limitation, all privacy laws and anti-spam legislation;
  • (b) it has full power and authority to enter into these Terms of Service and the execution and performance of its obligations under these Terms of Service does not conflict with:
    • (i) any laws, rules, regulations or governmental guidelines to which the Nonprofit is subject; or
    • (ii) any other agreements to which the Nonprofit is a party or to which the Nonprofit is otherwise bound;
  • (c) the Nonprofit owns or has the authority to grant the rights and licenses granted to SURPLUS Click .ORG by the Nonprofit under these Terms of Service;
  • (d) any content contained in the Project Page does not violate the rights of any third party including, without limitation, any patents, trademarks, copyrights, trade secrets, trade names and other intellectual property rights whether registered or not;
  • (e) any content contained in the Project Page complies with all applicable laws, statutes and regulations including, without limitation, all slander, defamation, libel, obscenity and privacy laws;
  • (f) it is not prohibited by any applicable local laws or regulations from receiving Donations (including, where applicable, a payment equivalent to the amount of any Gift Aid reclaimed) from SURPLUS Click .ORG for the project listed on the Website;
  • (g) it has obtained all necessary registrations, consents, licences or similar regulatory permissions to receive the Donations;
  • (h) it does not have any employees, officers, or board members, or contributes funds to organizations, that the Nonprofit knows or suspects to support terrorism or that are found on any terrorist-related list promulgated by the U.S. Government, including the U.S. Department of Treasury’s Office of Foreign Assets Control Specially Designated Nationals List, the U.S. Department of Justice’s Terrorist Exclusion List, the list annexed to Executive Order 13224, and the Terrorism (United Nations Measures) Orders 2001 and 2006 (S.I. 3365/2657);
  • (i) it has and shall keep in place adequate procedures for dealing with any conflicts of interest;
  • (j) it has and shall keep in place systems to deal with the prevention of fraud, bribery and/or administrative malfunction;
  • (k) all financial and other information concerning the Nonprofit which has been disclosed to GlobalGiving is to the best of its knowledge and belief, true and accurate.
11. WARRANTY DISCLAIMER, INDEMNITY AND LIMITATION OF LIABILITY

11.1 SURPLUS Click .ORG, as operator of the Services and Website, acts as an intermediary between the Nonprofits and the Donors. SURPLUS Click .ORG does not take responsibility for any Donor generated content or information displayed on the Website. Except for as set out in these Terms of Service, SURPLUS Click .ORG shall not be liable to the Nonprofit as a result of its role as the operator of the Website or as an intermediary between the Nonprofit and Donors.

13.2 Nothing in these Terms of Service shall limit or exclude a party’s liability:
  • (a) for fraud, including fraudulent misrepresentation, perpetrated by that party;
  • (b) for death or personal injury caused by the negligence of that party; or
  • (c) for any other liability that cannot be limited or excluded under applicable law.
11.3 Subject to clause 11.1, the Nonprofit shall be fully liable, financially and otherwise, for all liabilities, expenditure, claims, demands, actions, costs, expenses, losses and damages arising out of or in relation to the use of any Funds.

12. TERMINATION

12.1 The term of this Agreement will begin on the date your registration is notified to you as being effective (“Effective Date”) and will continue until your registration is terminated in accordance with these Terms of Service (the “Term”).

12.2 Termination by SURPLUS Click .ORG may terminate your registration, with or without cause and without paying any termination fees, charges or other amounts, at any time immediately upon written notice to the Nonprofit. SURPLUS Click .ORG will not refund any registration, subscription or similar fees applicable to the period after the termination date.

12.3 Termination by the Nonprofit: You may terminate your registration at any time by providing notice to SURPLUS Click .ORG that you wish to deactivate your registration

12.4 Post-Termination Consequences: The following shall apply post-termination:
  • (a) unless otherwise requested in writing by the Nonprofit, or at the discretion of SURPLUS Click .ORG, SURPLUS Click .ORG may maintain the SURPLUS Click .ORG Online Account and the Project Page on the Website following the termination of the Nonprofit’s registration, including for SURPLUS Click .ORG's audit or other record retention purposes;
  • (b) from the termination date, the donation function on the Website will be disabled and Donors will no longer be allowed to donate to the Nonprofit;
  • (c) the Nonprofit must remove all links, references and referrals to the Website that are used by it to solicit Donations on the Website;
  • (d) SURPLUS Click .ORG will, subject to these Terms of Service, pass any Donations and Gift Aid (if applicable) received up to the point of termination, to the Nonprofit.
13. SUSPENSION AND WITHDRAWAL

13.1 SURPLUS Click .ORG (as applicable) may, in its sole discretion and in accordance with SURPLUS Click .ORG's investigation policy and framework, withhold or suspend Fund payments and where appropriate require the return of some or all of the Funds already transferred to the Nonprofit, and suspend any of the Nonprofit’s project listings on the Website if:
  • (a) any Funds are used in a manner that does not comply with these Terms of Service;
  • (b) the Nonprofit obtains duplicate funding from a third party for a project listed on the Website;
  • (c) you take any actions which, in the reasonable opinion of SURPLUS Click .ORG (as applicable), bring, or are likely to bring, SURPLUS Click .ORG's name or reputation into disrepute or to damage its reputation in any way;
  • (d) the Nonprofit fails to provide reports and other information required by SURPLUS Click .ORG in a timely manner or you provide SURPLUS Click .ORG with any materially misleading or inaccurate information;
  • (e) the Nonprofit ceases to operate for any reason, or it passes a resolution (or any court of competent jurisdiction makes an order) that it be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation);
  • (f) the Nonprofit becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due; or
  • (g) you fail to comply with any of these Terms of Service and fail to rectify any such failure within 30 days of receiving written notice detailing the failure.
13.2 We reserve the right to close (or retire) any project listed on the Website in our sole discretion if we have not received any donations in respect of a project for a period of one year. You may also close projects on the Website at any time.

13.3 Once SURPLUS Click .ORG has received sufficient donations for a project’s funding goal to be met, or you inform us that the funding goal has been met from other sources, the project will be marked as “funded” on the Website and will no longer be eligible for Donors to request that funds be allocated to them.

14. CONFIDENTIAL INFORMATION

14.1 For the purposes of these Terms of Service, “Confidential Information” means, with respect to either party, the non-public, confidential, secret or proprietary material and information of such party that has been or may be, directly or indirectly, disclosed to, or come into the possession or knowledge of, the other party, whether in verbal, written, graphic, electronic or other form, in connection with or as a result of entering into these Terms of Service.

14.2 Each party will maintain the confidentiality of all Confidential Information of the other party and will not release, disclose, use, make available or copy any such Confidential Information without the prior written consent of the disclosing party except as necessary to carry out its obligations under these Terms of Service or as expressly permitted under these Terms of Service. Each party may disclose the other party’s Confidential Information to its employees, agents or subcontractors on a need-to-know basis only and subject to entering into a non-disclosure agreement. Each party will not use in any way, for its own account or for the account of any third party, except as expressly permitted by, or required to achieve the purposes of these Terms of Service, or disclose to any third party (except to that party’s legal advisor, accountants or other advisors as reasonably necessary), any of the other party’s Confidential Information, and will take reasonable precautions to protect the confidentiality of such Confidential Information, at least as stringent as it takes to protect its own Confidential Information. Excluded from this obligation of confidentiality is Confidential Information which:
  • (a) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;
  • (b) becomes known to the receiving party directly or indirectly from a third party source not having an obligation of confidentiality to the disclosing party;
  • (c) becomes publicly known or otherwise ceases to be secret, proprietary or confidential, except through a breach of these Terms of Service by the receiving party;
  • (d) is independently developed by the receiving party; or
  • (e) is required to be disclosed by a government authority or by law, provided that the receiving party gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.
15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 If a dispute arises between the parties with respect to these Terms of Service, each party shall escalate the dispute to a senior management representative within its organization and no party may commence formal legal proceedings in relation to such dispute until such senior management representatives have spent at least twenty business days trying to informally resolve such dispute.

15.2These Terms of Service and any non-contractual obligations arising in connection with them are governed by the laws of Delaware and the parties submit to the non-exclusive jurisdiction of the Delaware courts.

16. THIRD PARTY RIGHTS

16.1 A person who is not a party to these Terms of Service has no right to enforce any term of these Terms of Service.

17. ENTIRE AGREEMENT

These Terms of Service and the documents referred to or incorporated herein by reference contain the entire agreement between SURPLUS Click .ORG and the Nonprofit with respect to the subject matter and supersede all prior agreements, negotiations and representations, written or oral, relating to its subject matter. Except as provided in these Terms of Service and the documents referred to or incorporated into these Terms of Service by reference, there are no conditions, representations, warranties, undertakings or agreements between the parties whether direct, indirect, collateral, express or implied.

18. AMENDMENT

These Terms of Service cannot be modified, varied, amended or supplemented in any way by the Nonprofit. SURPLUS Click .ORG reserves the right to modify, vary, amend or supplement these Terms of Service at any time and from time to time. SURPLUS Click .ORG will post the current version of these Terms of Service on the Website and each such change will be effective upon posting on the Website or upon the date designated by SURPLUS Click .ORG as the “effective date” (if any). Your continued use of the Services following any such change constitutes your agreement to be bound by and its acceptance of these Terms of Service as so modified.

19. SEVERABILITY

If any provision of these Terms of Service is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be severed from these Terms of Service and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either of the parties.

20. FORCE MAJEURE

Neither party will be liable for any loss or damage or for any delay or failure in performance due to acts beyond the control of such party whether or not such acts could reasonably be anticipated (including acts of God, legislative, judicial or regulatory acts of any provincial or the federal government, court or regulatory authority, acts of any of our subcontractors or any third party providers of goods or services to us, labor disruptions, blackouts, embargoes).

21. NO WAIVER

Any waiver by SURPLUS Click .ORG of any of the provisions of these Terms of Service will not constitute a waiver of any other provision (whether similar or not), nor will any such waiver constitute a continuing waiver of that particular provision, unless expressly provided by SURPLUS Click .ORG in writing.

22. COMMUNICATIONS

22.1 These Terms of Service are issued and concluded in English. Communications between us will be in English and will be conducted by letter, phone or email using the most recent details that you have provided to us, or by a message posted to your SURPLUS Click .ORG Online Account.

22.2 If you wish to contact SURPLUS Click .ORG, please write to the below email address address:

support@surplusclick.org