Updated: 02/10/2026
(Located at web address https://townchest.com/legal/participation-agreement)
Townchest Shopping for Good Program Organization Participation Agreement
This Townchest Shopping for Good Program Organization Participation Agreement (" Participation Agreement ") contains the terms and conditions that govern your participation in the Townchest Shopping for Good program described in this Participation Agreement (the " Program "). " We, " " us, " or " our " refers to Townchest and its affiliates, and " you " or " your " refers to the charitable organization or educational institution participating or seeking to participate in the Program. " Townchest Site " means townchest.com website accessed through a web browser and the Townchest App on iOS and Android phones.
By creating or claiming an organization account on the townchest.com/program website ("Program Site") or otherwise participating in or seeking to participate in the Program, you agree to these conditions. Please read them carefully.
THESE TERMS OF USE CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CERTAIN EXCLUSIONS AND LIMITATIONS, INCLUDING THE FOLLOWING:
1. Description of the Program
Townchest is a unique online retail platform that enables its customers to support their favorite schools, groups, and charitable organizations through everyday shopping. The purpose of the Program is to permit Eligible Organizations and their Affiliated Groups (as defined in Section 2 ) to receive financial support as described in Section 6. Eligible Organizations and their Affiliated Groups may also receive access to promotional tools and a dashboard to track activity.
2. Registration
To register, you must accept this Participation Agreement without modification, complete registration through the Program Site, and properly provide all requested information, including submitting a complete and accurate onboarding form that correctly identifies your charitable organization and providing valid payment information as described in Section 7. We reserve the right to reject or suspend your registration if the requested information (which may include representative and bank account information) is inaccurate or incomplete or if you are otherwise not in compliance with this Participation Agreement. If your registration is accepted, your charitable organization or educational institution will be a " Participating Organization " for as long as all of your registration information, including the payment information described in Section 7, is current and complete, this Participation Agreement remains in force, and you continue to be an Eligible Organization. You will ensure that all information you provide to us, including your organization information, payment information, email address, and other contact information, is at all times complete, accurate, and up-to-date, and agree that failure to keep such information up to date may result in you no longer being a Participating Organization or in you no longer receiving any Payment Amounts (defined in Section 6 ) under the Program.
" Eligible Organizations " are those charitable or educational organizations that we determine:
“Affiliated Groups” are any internal teams, clubs, departments, chapters, student organizations, or other sub-units that operate under the same legal entity as an Eligible Organization (e.g. the ABC High School Soccer Team would be an Affiliated Group of the Organization ABC High School). The participation of Affiliated Groups in the Program is governed by this Participation Agreement and the Group Participation Terms Organizations are responsible for their Affiliated Groups and their Group Managers. Townchest disclaims responsibility for disputes, disciplinary issues, or internal governance matters related to Organizations and their Affiliated Groups. If you believe an unauthorized Affiliated Group has been linked to Your Organization, contact us at contact@townchest.com. Within this Participation Agreement, any reference to an Organization (including Eligible Organizations, Participating Organizations, and Your Organization) is understood to include the Organization entity and all its Affiliated Groups.
You consent to us sending you notifications (if any), approvals (if any), and other communications relating to the Program and this Participation Agreement to the email address then-currently associated with your account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
3. Your Account Privacy. You are responsible for using your account in accordance with this Participation Agreement and the Townchest Site Terms of Use, this includes maintaining the confidentiality and security of your login credentials. All information you provide in connection with your participation in the Program will be handled in accordance with our Privacy Policy.
4. Program Policies and Operational Documentation
By participating in the Program, you agree that you will comply with the Program Acceptable Usage Policy and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Participation Agreement, including policies or guidelines posted on the Program Site (collectively, “Program Policies” ). Program Policies include, without limitation, the:
You may only promote or link to Townchest on your own website, user-generated content published through a social media account or page, offline mailings, or email correspondence (collectively, " Your Site "). You may only use Townchest trademarks or logos or our affiliates' trademarks or logos (" Townchest Marks "), links to Townchest (" Links "), or other content we may make available to you (collectively, " Content "), in accordance with Program Policies. You may not distribute any Content except as expressly permitted by the Program Policies or otherwise authorized by Townchest in writing.
Townchest may update or modify the Program Policies at any time, and your continued participation in the Program constitutes your acceptance of any such updates or modifications.
5. Responsibility for Your Site and Actions
You will be solely responsible for Your Site, your organization, and actions taken by you or on your behalf, including:
We will have no liability for these matters, and you agree to defend, indemnify, and hold us, Townchest, LLC (" Townchest ") and its affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to these matters. With respect to any emails, social media posts, mailings and other communications you send (or cause to be sent) in connection with the Program, you acknowledge that you are the originator and sender for all purposes (including under the CAN-SPAM Act of 2003 and all similar laws).
6. Qualifying Transactions & Direct Donations
The Program enables you to receive financial support from Qualifying Transactions as well as through Direct Donations (each defined below) made and attributed to your Organization (including your Affiliated Groups) by Townchest customers, subject to this Participation Agreement.
Receiving Support via Qualifying Transactions: Subject to exclusions set forth in this Participation Agreement, a “Qualifying Transaction” occurs when a customer (a) makes a Transaction (defined in the “User Transactions” section of the Townchest Site Terms of Use) and (b) at such time, select an Organization to benefit from the Transaction (“Selected Organization”), and (c) the purchased product is shipped to and paid for by customer. Qualifying Transactions exclude any Transactions made in connection with a violation of the Townchest Terms of Use or any Transaction that is canceled or returned. Your Organization will receive financial support in connection Qualifying Transactions for which Your Organization is the Selected Organization in accordance with the policies outlined on the Program Description Page.
Financial support received by your Organization as a result of Qualifying Transactions is not tax deductible to Townchest customers because they receive goods or services in return. This information is for general purposes only and does not constitute tax or legal advice, for more information about what kinds of financial support may be tax deductible, please consult with your tax advisor.
Receiving Support via Direct Donations: Through the Townchest Site, Townchest customers may make a monetary donation to their Selected Organization (“Direct Donation”). Your Organization will receive Direct Donation funds for which Your Organization is the Selected Organization in accordance with the policies outlined on the Program Description Page. For more information about how Townchest facilitates Direct Donations, including applicable processing fees, can be found on the Program Description Page
Direct Donations made to your Organization may be tax-deductible by Townchest customers. Townchest doesn’t withhold funds for tax purposes or otherwise, nor does Townchest guarantee that any donations are tax-deductible or eligible for tax credits. Townchest will also not be liable for any claims or penalties assessed by any tax authorities regarding how donations are reported by you or a third party. Your Organization is solely responsible for preparing and providing any tax receipts, acknowledgments, or substantiation documents required in connection with Direct Donations received through the Program.
The amount of financial support accrued by an Eligible Organization in connection with Qualifying Transactions and Direct Donations for which the Townchest customers have chosen that Eligible Organization as their Selected Organization (“Payment Amounts”) shall be calculated in accordance with this Participation Agreement and the Operational Documentation.
More information receiving Support as an Organization and the Program, including disbursement calculations, schedule, fees, eligibility criteria, and participating in the Program, can be found on the Program Description Page which is incorporated into these Terms of Use by reference.
7. Payments
Payment Amounts from us to Participating Organizations are based on Qualifying Transactions shipped, and not subsequently returned, and Direct Donations made in a given calendar month. Payment Amounts are calculated in accordance with the Operational Documentation, as it may be modified from time to time. Payments for each calendar month will be made approximately fourteen (14) days following the end of that month. To account for Product returns that are made after the end of a calendar month, we reserve the right in our sole discretion to withhold a portion of your monthly payments for disbursement during the next payment cycle, subject to any reduction due to returns or cancellations from prior months. If we determine that we have made an overpayment to you as a result of returns not offset by Payment Amounts held back to account for returns, or if we determine that you received Payment Amounts for which you were not entitled as a result of your actions or omissions (for example, if you provided incomplete or false registration information or otherwise violated this Participation Agreement) or as a result of an Affiliated Group being mistakenly associated with your Organization (for example, if a Group Manager selects the wrong Organization affiliation for their Group due to another Organizations having a similar name), we reserve the right, in our sole discretion, to (a) deduct the amount of the overpayment from any payment amount that is due to you in subsequent payment cycles, and/or (b) notify you and request reimbursement for any amounts incorrectly paid to you, in which case you hereby agree to reimburse us for such overpayments promptly and in any event within 30 days of such request. You acknowledge and agree that we are under no obligation to provide you with a report of Qualifying Transactions or donations attributed or earned except as required by applicable law or as necessary to for you to be able to prepare and provide any tax receipts, acknowledgments, or substantiation documents to Townchest customers required in connection with Direct Donations received through the Program.
If we determine that you are no longer an Eligible Organization or that you or anyone acting on your behalf has violated any term or condition set forth in this Participation Agreement (including failure to qualify as a Participating Organization), we reserve the right to disburse any Payment Amount that would have been made to you instead to one or more other Participating Organizations as set forth in the Operational Documentation.
When making payments to Participating Organizations, we will directly deposit Payment Amounts to you into a U.S. bank account you designate or remit via another method agreed upon between you and us in writing. We reserve the right to accrue and withhold Payment Amounts for any Participating Organization until the total Payment Amount for that organization is at least $100.00, at which point the accrued and withheld total Payment Amounts will be paid in full during the next monthly payment cycle. However, we will not withhold Payment Amounts that remain under the $100.00 level for a Participating Organization for longer than twelve consecutive months.
In order to ensure we are able to property administer disbursement of Payment Amounts you must promptly provide us with accurate and complete payment information, which may include information such as bank account type, bank routing number/ABA number, bank account number, the name of the primary account holder as it appears on the account, and/or a voided check or bank statement. If you do not provide this information, the information is not valid (for example, the account has been closed or changed), or a payment is otherwise rejected by your bank, then we will be unable to remit Payment Amounts to you and we reserve the right to suspend or revoke your registration for the Program, in which case you will cease to be a Participating Organization, you will not receive Payment Amounts, and Payment Amounts that you would have received will be treated as Payment Amounts directed to an Eligible Organization that is not a Participating Organization, as described in the following paragraph. You will only be eligible to receive Payment Amounts again after you provide valid payment information and you qualify as a Participating Organization.
If an Eligible Organization that is not a Participating Organization accrues Payment Amounts in a given calendar month, we will accrue and withhold such Payment Amounts until the payment cycle following the end of the calendar month in which it becomes a Participating Organization. However, if such an Eligible Organization does not promptly become a Participating Organization, then we reserve the right after each calendar month in which an Eligible Organization accrues withheld amounts (after expiration of a reasonable period as we determine in our discretion, not to exceed 3 years after such month), to reallocate and disburse such accrued and withheld funds to organizations qualified as Participating Organizations.
We may be obligated by law to obtain tax information from you. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your Payment Amounts until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
All Payment Amounts accrued through the activities of an Organization’s Affiliated Groups will be credited to the Organization and remitted solely to the Organization, which is responsible for directing and distributing such funds among its Affiliated Groups in accordance with its own internal policies and governance requirements.
8. Public Communications; Identifying Yourself as a Program Participant
You acknowledge and agree that we may or may cause others to publicly disclose (including through a government filing, press release, interview, or any other public statement) the amount of financial support provided to you (individually and/or collectively with other charitable organizations) in connection with the Program, provided that such communications shall not tie support amounts to any individual customer. Except as expressly permitted in the Program Policies, you will not issue any press release or make any other public communication with respect to this Participation Agreement, your use of the Content, or your participation in the Program.
9. Term and Termination
The term of this Participation Agreement will begin upon acceptance of this Participation Agreement and will end when terminated by either you or us. Either you or we may terminate this Participation Agreement at any time, with or without cause, by giving the other party written notice of termination, which for your termination notice will require a written request to be removed from the program, sent to the contact email contact@townchest.com or submitted via the contact form on the Program Site, and for our termination notice will require either making a notice available for your review on the Program Site or transmitting email to the email address then-currently associated with your Program account. We also reserve the right, in our sole discretion, to cancel or otherwise terminate the Program at any time. Upon any termination of this Participation Agreement and/or the Program, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 2, 5, 8, 9, 11, 12, 13, 16, and 18 and under the Program Content & Submission Guidelines will survive the termination of this Participation Agreement. No rights or obligations with respect to accrued but unpaid Payment Amount obligations will survive any termination of this Participation Agreement, and instead amounts otherwise allocable to you will be allocated and paid to other Participating Organizations in accordance with Sections 6 & 7. No termination of this Participation Agreement will otherwise relieve either party for any liability for any breach of, or liability accruing under, this Participation Agreement prior to termination.
10. Modification
We reserve the right to modify any of the terms and conditions contained in this Participation Agreement (and any Program Policies) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Program Policies on Program Site or by sending notice of such modification to you by email to the email address then-currently associated with your Program account (any such change will be effective on the date specified in such notice but will in no event be less than two business days after the date of the notice). YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH NOTICE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS PARTICIPATION AGREEMENT IN ACCORDANCE WITH SECTION 9. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (FOR EXAMPLE, THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED PARTICIPATION AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PROGRAM SITE OR THE EFFECTIVE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
11. Relationship of Parties
You and we are independent contractors, and nothing in this Participation Agreement or the Program Policies will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates' behalf. You will not make any statement, whether on Your Site or otherwise, that contradicts or may contradict anything in this Section 11. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Participation Agreement, you will be deemed to have taken the action yourself.
12. Limitation of Liability
NEITHER TOWNCHEST OR ITS AFFILIATES AND LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, THE AGGREGATE LIABILITY FOR TOWNCHEST AND ITS AFFILIATES AND LICENSORS ARISING IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, THE PROGRAM, AND THE SERVICE OFFERINGS WILL NOT EXCEED $100.
13. Disclaimers
THE PROGRAM, TOWNCHEST, THE PROGRAM SITE, ANY PRODUCTS AND SERVICES OFFERED ON OR THROUGH TOWNCHEST OR PROGRAM SITE, ANY CONTENT, THE TOWNCHEST.COM DOMAIN NAME, THE TOWNCHEST SHOPPING APP, TRADEMARKS AND LOGOS OF OURS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE " SERVICE OFFERINGS ") ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. WE DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. WE WILL NOT BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS PARTICIPATION AGREEMENT. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS PARTICIPATION AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF THIS PARTICIPATION AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
14. Ownership
You acknowledge and agree that, as between you and Townchest, Townchest owns and retains all right, title and interest in and to the intellectual property it has developed and owned in connection with providing the Program, and that Townchest is not, under this Participation Agreement, granting you any ownership, right, title or interest in or to any of Townchest’s intellectual property. You own your intellectual property, to learn more about license granted to you by Townchest and what license you grant to Townchest through your participation in the Program, please refer to the Program Content & Submission Guidelines.
15. No Fundraising Counsel or Professional Fundraising Service
Nothing contained herein shall be deemed the provision of, and Townchest does not provide, fundraising counsel or professional fundraising services as those terms are defined under state charitable solicitation laws to you. Townchest, shall at no time be soliciting contributions for or on your behalf or retaining any person or entity to do so, nor shall we be providing advice, counsel or management services in connection with your own fundraising appeals or have custody or control of contributions made to the you.
16. Disputes
Any dispute relating in any way to the Program or this Participation Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of Ohio, without regard to principles of conflict of laws, will govern this Participation Agreement and any dispute of any sort that might arise between you and us.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Participation Agreement as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent at 1041 W. Market St., Akron, OH 44313. The arbitration will be conducted by the American Arbitration Association (" AAA ") under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at a mutually agreed location.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Notwithstanding anything to the contrary in this Participation Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
17. Commercial Co-Venture Agreement
This Participation Agreement is intended to, and for all purposes shall, constitute a written charitable co-venture agreement between Townchest and your Organization as may be required under the charitable solicitation, consumer protection, or commercial co-venture laws of any jurisdiction in which the Organization participates in the Program. To the extent any state requires specific terms for a charitable co-venture, the parties agree that this Agreement is intended to satisfy those requirements, and state-specific addenda may be incorporated as needed to address any jurisdiction-specific obligations. The parties acknowledge and agree as follows:
Purpose and Description of Promotion. The parties enter into this co-venture for the purpose of enabling the Organization to receive financial support through its participation in the Program. Townchest will donate the amounts described in the Operational Documentation and governed by this Participation Agreement.
Townchest retains full authority to: modify Program mechanics, payout formulas, or user-facing disclosures; suspend the Program or an Organization’s participation; correct, withhold, or adjust payouts in cases of error, fraud, misuse, or violation of this Participation Agreement.
Calculation and Remittance of Payment Amounts. Payment Amounts will be calculated as described in Sections 6 & 7 of this Participation Agreement and the Operational Documentation. As described herein, Townchest may apply adjustments for returns, cancellations, fraud, operational errors, or any activity that violates the Program terms. Remittances shall occur according to the payout schedule described in this Participation Agreement and the Operational Documentation. Townchest may extend payout timelines when necessary to comply with law, verify activity, or resolve accounting discrepancies.
Records; Inspection; Audit Protections. Townchest shall maintain books and records necessary to substantiate Payment Amount calculations.
Any inspection by the Organization must: be requested with at least 30 days’ written notice; be limited to records strictly necessary to verify Payment Amounts; occur only once per 12-month period; be subject to confidentiality, data-security, and privilege limitations; be conducted at Townchest’s principal office or electronically at Townchest’s discretion.
Townchest may redact information relating to other organizations, customers, internal operations, proprietary algorithms, or trade secrets.
Term of Co-Venture. This charitable co-venture shall remain in effect for the duration of the Organization’s participation in the Program unless earlier terminated in accordance with this Agreement.
Use of Name and Marks. The Charitable Organization authorizes Townchest to use its name, trademarks, and descriptive information in accordance with this Participation Agreement and incorporated Program Policies.
Advertising and Required Disclosures. Any public statements, promotions, or advertising regarding the co-venture will include the disclosures required by applicable state law (including, where required, the amount to be donated, the duration of the promotion, and any maximum or guaranteed minimum payment). The Organization agrees it will not issue statements, solicitations, or advertising relating to this Program unless (a) they comply with Townchest’s guidelines; (b) Townchest provides prior written approval; (c) they include all legally required charitable-solicitation disclosures. The Organization is solely responsible for ensuring its own activities do not jeopardize its tax-exempt status, including compliance with UBI and fundraising limitations.
Compliance with Law; Registrations. Each party will comply with all laws applicable to charitable solicitations, consumer protection, fundraising, and charitable co-ventures. To the extent any state requires registration, reporting, or bonding by a commercial co-venturer, Townchest will comply when applicable. The Organization is responsible for its own compliance obligations, including (a) maintaining any charitable registrations required under its state’s laws, (b)ensuring that participation in the Program does not violate federal, state or organizational policies; (c) ensuring its promotions do not trigger UBI or require state filings; (d) complying with donor-communication, privacy, and solicitation laws. Townchest disclaims responsibility for the Organization’s compliance obligations.
Books and Records Retention. Townchest will retain required books and records for the period mandated under applicable state law (generally three years). The Organizations shall also retain their own solicitation and program records.
18. Miscellaneous
Electronic Communication. By accepting this Participation Agreement you hereby consent to us sending your organization emails from time to time relating to the Program.
Assignment. You may not assign this Participation Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Participation Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
Severability. Our failure to enforce your strict performance of any provision of this Participation Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Participation Agreement.
Additional Support. We may from time to time in our sole discretion provide financial support or make donations that exceed or supplement those strictly required under this Participation Agreement, but in no event will such actions create any right to receive excessive or supplemental donations at any later time or under similar circumstances.
Precedence. In the event of any conflict between this Participation Agreement and the Program Policies, the Participation Agreement will control over the Program Policies.
No Third-Party Beneficiaries. No other person or entity other than you and us will have any right or interest arising out of this Participation Agreement.
Incorporated Policies. This Participation Agreement incorporates, and you agree to comply with, the most up-to-date version of all Program Policies, including any updates of the Program Policies from time to time.
Headings & Language. All headings and section titles in this Participation Agreement are included for convenience only and shall not affect the interpretation of any provision. Whenever used in this Participation Agreement, the terms "include(s)," "including," and "for example" mean, respectively, "include(s),” “without limitation," "including, without limitation," and "for example, without limitation."
Determinations. Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Participation Agreement, may be made, taken, or given in our sole discretion.
Confidential Information. All non-public information provided by us in connection with this Participation Agreement or the Program is considered confidential information, and you will maintain the same in strict confidence and not disclose the same to any third party (other than your affiliates) or use the same for any purpose other than your performance under this Participation Agreement, which restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.
Entire Agreement. This Participation Agreement (including the Program Policies) is the entire agreement between you and us regarding the Program and supersedes all prior agreements and discussions.
Governing Law. Except as set forth in the Arbitration Agreement section of this Participation Agreement, all matters relating to this Participation Agreement and your participation in the Program will be governed by the applicable laws of the United States of America and the laws of the State of Ohio, without regard to Ohio’s choice of law principles.
Electronic Signature. This Participation Agreement and any addendums may be executed in counterparts. Agreement acceptance may be made electronically, such as through an electronic signature or affirmation such as clicking “Agree” on a digital contract form, and such electronic agreement acceptance is legally binding and has the same effect as original signatures. Both you and Townchest acknowledge that an electronic acceptance is valid and neither you nor Townchest will contest the enforceability of this Participation Agreement on the basis that it was electronically executed.
Remedies. If you violate this Participation Agreement, Townchest may, in its sole discretion and without limiting any other rights or remedies available at law or in equity: (a) suspend or terminate your participation in the Program; (b) restrict or disable access to any associated accounts or features; (c) withhold, delay, or adjust any payouts or amounts otherwise due to you; and/or (d) take any other action necessary to protect Townchest, its users, and the integrity of the Program. Townchest’s exercise of any remedy shall be without prejudice to any other rights or remedies it may have under this Participation Agreement or applicable law.