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Terms & Conditions for Charities 0 0

Last updated on May 21, 2020 15:18 in For Charities
Posted ByGary Isse

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Thank you for using EatForCharity services, applications and associated software (collectively, “EFC Systems”). By accessing or using any of the EFC Systems, you are agreeing to the terms and conditions below. If there is a conflict between these terms and conditions and additional terms and conditions applicable to a given service, the additional terms and conditions will control for that conflict. Collectively, we refer to the terms and conditions below, any additional terms and conditions, terms and conditions within the accompanying documentation, and any applicable policies and guidelines as the “Charity Terms and Conditions.” You agree to comply with the Charity Terms and Conditions and that these Charity Terms and Conditions control your relationship with us. So please read all the below Charity Terms and Conditions carefully.


Welcome! We’re happy to welcome you to the community of charities that EatForCharity would like to support. 


As you may or may not know, EatForCharity is a platform where people can order food for delivery, take-out, or food pick-up, online in China. What makes EatForCharity different from other online food delivery apps, is that at least 2% of every food order placed through EatForCharity is given to charity. 2% may not sound like a lot; however, considering how many people eat and how many people there are in China, this can add up quickly! To be included as a choice for consumers to donate to, your charity must meet the following criteria:

• Must be operating legally in China and in good standing in the community;

• Must provide a description of the charity and at least one photo that can be published on EatForCharity.cn, bank details, and any special instructions/procedures necessary to complete the deposit of donations monthly via email to info@eatforcharity.cn. More photos and videos are also welcome;

• Must be able to provide a legitimate fapiao or equivalent invoice for the donations provided.


If you would like to join but your charity does not completely meet any of the above criteria, please contact us at info@eatforcharity.cn to discuss further.


These EatForCharity Charity Terms (“Terms”) apply to the service relationship between SHP Business Management & Marketing Consulting (深圳市高效能商务咨询有限公司), its subsidiaries and affiliates (collectively, “EatForCharity” or “EFC”) and the charity (“Charity”) signing up to use EFC. These Terms referred to in item point number 2 above (the "Application Email"), will be together referred to as the “Agreement.” The Agreement is entered into as of the date the Charity applies to use EFC services (“Effective Date”) at https://eatforcharity.cn/charitysignupinfo.


By using EFC services, Charity agrees to the terms of this agreement.


If the individual accepting this agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms, in which case the term "Charity" shall refer to such entity and its affiliates. If the individual accepting this agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this agreement and may not use the services.


1. About EatForCharity


EFC connects hungry diners with local restaurants. They order food through the EFC System to be delivered from particular restaurants or other purveyors of food in China and other territories where EFC provides such services. EFC then collects the revenue and gives a portion of that revenue to charity every month. EFC is not a restaurant or food preparation entity. The restaurants and other food purveyors available on our Sites (collectively, the “restaurants”) operate independently of EFC. 


2. Accepting Donations through EFC


• Each Charity may only create and hold one account on each Site (an “Account”). You may have another account if you are using the Site for your own personal use, pursuant to the separate and general "Terms of Use" of  EFC. In consideration of the use of the Sites and the services contained therein, you agree that you are able to create a binding legal obligation with EFC, and you also agree to: (a) provide true, accurate, current, and complete information about your charity, and (b) maintain and promptly update the charity's information you provide to keep it true, accurate, current, and complete.

• If you provide any information that is untrue, inaccurate, not current or incomplete, including, without limitation, having an invalid or expired bank information on file, or if EFC has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, EFC has the right to block your current or future use of the Sites (or any portion thereof) and/or terminate this Agreement with you. If your Account is cancelled for any or no reason, you may forfeit any pending, current, or future donations without prior notice to you.

• You are responsible for maintaining the confidentiality and security of your Account including your password. You are also responsible for all activities or any other actions that occur under or that are taken in connection with your Account. You agree to: (i) immediately notify EFC of any known or suspected unauthorized use(s) of your password or Account, or any known or suspected breach of security, including, without limitation, loss, theft, or unauthorized disclosure of your password or bank information; and (ii) ensure that you exit from your Account at the end of each session. EFC will not be liable for any injury, loss, or damage of any kind arising from or relating to your failure to comply with (i) and/or (ii) or for any acts or omissions by you or someone else who is using your Account and/or password.


3. Payment Policy


EFC will payout donations monthly and will email the Charity "Account" once the payout has been made. A report outlining the donation activity and details for transparency will be available at all times in the Charity Dashboard within the EFC platform. Upon receipt of each monthly donation, Charity agrees to send EFC a fapiao or equivalent invoice, made out to 深圳市高效能商务咨询有限公司, for the donation amount within 5 business days.


4. Rights and Obligations of EFC


• EFC will enable customers to purchase food and beverages from restaurants via (i) EFC’s proprietary ordering, advertising, delivery logistics and billing system at EatForCharity.cn and its associated web-based and mobile properties and apps (the “EFC Platform”); (ii) at EFC’s sole option, any other affiliated brand or platform, including, without limitation, EatForCharity.cn, EatForCharity.com, ShopShenzhen.cn, ShekouDaily.cn, ShekouDaily.com, ShenzhenMarketing.com and (iii) at EFC’s sole option, at any properties partnered with EFC (each, a “EFC Partner”). The EFC System, together with the systems of any EFC Partners, will be referred to herein as the “Systems.”

• CHARITABLE DONATIONS: EFC will donate a minimum of 2% on the subtotal amount of all orders received via the "Systems" to charities (the “Donations”). Restaurants using the EFC Systems have the option of adding additional donation amounts as do the consumers when placing their orders.

• EFC owns all rights, title, and interest in and to the EFC System and any content supplied by EFC and will have sole editorial control over the EFC System, including the presentation of any content provided by Charity (“Charity Content”). Charity Content may include, without limitation, photographs, trademarks videos and logos. For the term of the Agreement and for six (6) months thereafter, Charity hereby grants to EFC a royalty-free, worldwide, sub-licenseable, transferable, fully paid-up, irrevocable right and license to use the Charity Content on the Systems, and for marketing and promotional purposes via any means now known or hereinafter developed. Charity owns all rights, title, and interest in and to the Charity Content, subject to the license granted to EFC herein. EFC may remove Charity Content on the Systems at any time if it believes, in its sole discretion, that such Charity Content violates any applicable laws, infringes upon any third-party rights, violates the terms at the top of this agreement, or otherwise impacts the integrity of the Systems.

• TO THE FULLEST EXTENT PERMITTED BY LAW, AND OTHER THAN AS EXPRESSLY PROVIDED IN THE AGREEMENT, EFC AND ALL EFC PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE AGREEMENT, THE SYSTEMS, THE SERVICES, AND ANY USE THEREOF, INCLUDING WITHOUT LIMITATION IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER EFC NOR ANY EFC PARTNER WILL BE LIABLE TO CHARITY FOR DAMAGES RESULTING FROM THE FAILURE OF THE SYSTEMS, SERVICES OR CHARITY CONTENT. EFC WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CHARITY FOR INDIRECT, WILFUL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EFC’S MAXIMUM LIABILITY UNDER THE AGREEMENT WILL BE THE AMOUNT OF COMMISSIONS EARNED BY EFC DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT WHICH GAVE RISE TO SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.


5. Additional Rights and Obligations of Charity


• Charity will maintain the confidentiality of all non-public information that it acquires in the course of performing the Agreement, including without limitation all Customer Data (as defined below), as well as the terms and conditions of the Agreement (collectively, the “Confidential Information”). Charity will not disclose to any third parties, or use in any way other than as necessary to perform its obligations hereunder, EFC’s Confidential Information. Charity will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are bound by written obligations of confidentiality at least as protective as those set forth herein. Upon expiration or termination of the Agreement and as requested by EFC, Charity will deliver to EFC (or destroy at EFC’s election) any and all materials or documents containing the Confidential Information, together with all copies thereof in whatever form.

• Charity agrees to keep all details regarding EFC systems, including front end and back end, confidential at all times. Charity will not disclose to any third parties, or use in any way other than as necessary to perform its obligations hereunder, EFC’s Confidential Information and/or systems. Charity will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are bound by written obligations of confidentiality at least as protective as those set forth herein. Upon expiration or termination of the Agreement and as requested by EFC, Charity will deliver to EFC (or destroy at EFC’s election) any and all materials or documents containing the Confidential Information, together with all copies thereof in whatever form. Failure by Charity to comply with the Confidentiality clause may result in the immediate termination and removal of said Charity from all EFC systems/platforms. 

• “Customer Data” means (i) any and all information about customers generated or collected by EFC or Charity through the Systems or Services, including, but not limited to, customer’s name, delivery address(es), email address(es), phone number(s), and customer preferences and tendencies and (ii) any information that may otherwise be considered “personal data” or “personal information” under applicable law. Charity acknowledges that all Customer Data is the sole and exclusive property of EFC (or, as applicable, the EFC Partner). Charity will notify EFC in a secure manner immediately upon a data security breach or any reasonable suspicion thereof or any other unauthorized disclosure of Confidential Information, and assist and cooperate with EFC concerning any remedial measures and any disclosures to affected parties, in each case as requested by EFC or required under applicable law.

• Charity agrees that its use of the Systems and Services is subject to the EFC Terms as in effect at the time (available at https://www.EatForCharity.cn/legal/terms-of-use), and further agrees that Charity’s access to and use of Customer Data will be subject to the EFC Privacy Policy as in effect at the time (available at https://www.EatForCharity.cn/legal/privacy-policy).

• Charity represents, warrants and covenants: (i) it has the authority to enter into the Agreement and to grant the rights granted hereunder, and doing so will not violate any other agreement to which it is a party; (ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (iii) the Charity Content will not infringe or otherwise violate the rights of any third party; and (iv) it will comply with all applicable safety codes, rules or regulations, as well as any other laws applicable to its business. 

• Charity will indemnify and hold EFC (including its directors, employees, officers, agents) harmless from any and all claims, actions, proceedings and damages arising out of Charity’s activities, including, without limitation, (i) any third-party transactions or financing arrangement; (ii) Charity’s provision, calculation, reporting or remission of taxes; or (iii) any breach or alleged breach of the representations, warranties or covenants set forth in the Agreement. EFC will provide prompt notice to Charity of any potential claim subject to indemnification hereunder. Charity will assume the defense of the claim through counsel designated by it and reasonably acceptable to EFC, provided that EFC may use counsel of its choice at its own expense. Charity will not settle or compromise any claim or consent to the entry of any judgment without the written consent of EFC, which will not be unreasonably withheld. EFC will reasonably cooperate with Charity in the defense of the claim, at Charity’s expense.

• In connection with the access to and use of the EFC Systems, Charity will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide any EFC Services (except to the extent applicable law prohibits reverse engineering restrictions); (ii) provide, lease, lend, disclose, or otherwise use or allow others to use, in each case, for the direct benefit of any third party, the EFC Tools or EFC Services (except as otherwise authorized by EFC. Charity will not (and will not allow any third party to) use the EFC Services or any other transactional, operational, performance or other data or information that is related to the sale of Items to Customers or donations through the EFC Systems to directly or indirectly compete with EFC. 


6. Term


The Agreement may be cancelled by either party for any reason (or no reason) upon three (3) days’ prior written notice to the other party.


7. Dispute Resolution 


Charity and EFC agree that all claims or disputes arising out of the Agreement will be decided by an arbitrator through arbitration and not by a judge or jury (“Arbitration Agreement”). This Arbitration Agreement is governed by the laws of the People's Republic of China and evidences a transaction involving commerce. The arbitrator’s fees and the costs will be shared equally by the parties, unless prohibited by law. Parties are responsible for their own attorneys’ fees. The arbitration proceeding will take place in Shenzhen, China, unless otherwise agreed. A court of competent jurisdiction will have the authority to enter judgment on the arbitrator’s decision and award. The parties agree to bring any claim or dispute in arbitration on an individual basis only, and not as a class or collective action, and there will be no right or authority for any claim or dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything herein and/or the applicable rules, the interpretation, applicability or enforceability of the Class Action Waiver may only be determined by a court and not an arbitrator. The following claims are excluded from this Arbitration Agreement: (a) claims in small claims court; (b) claims to enforce or to prevent the actual or threatened violation of a party’s intellectual property rights; (c) claims for temporary relief in connection with an arbitrable controversy; and (d) claims that are non-arbitrable per applicable laws.


8. Miscellaneous Terms 


EFC and Charity are independent contractors, and nothing herein may be construed to create any agency, partnership or joint venture between them. Notwithstanding anything to the contrary, neither party has any authority of any kind to bind the other party in any respect whatsoever. The Agreement is not intended to benefit, nor will it be deemed to give rise to, any rights in any third party. No ambiguity will be construed against any party based upon a claim that such party drafted the ambiguous language. The Agreement and any other agreements or terms incorporated herein by reference, constitute the entire agreement between the parties and supersedes any prior understanding (written or oral) on the subject matter hereof. In the event of any conflict between the Agreement and any of the EFC Terms of Use, or the EFC Privacy Policy, the terms of the Agreement will control; in the event of any conflict between the terms of the Charity Form and these Terms, the terms of the Charity Form will control. EFC hereby reserves the right to update and modify these Terms at any time at its sole discretion. It is Charity’s responsibility to review these Terms periodically to ensure compliance. The Agreement may not be amended by Charity unless such amendment is signed by an authorized representative of EFC. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. In the event of a breach, in addition to any remedies at law or in equity, the non-breaching party will be entitled to seek specific performance and immediate injunctive relief. Failure by either party to require performance or claim breach will not be construed as a waiver. A party will not be liable for any failure of or delay in the performance of the Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. Charity may not assign the Agreement without the prior written consent of EFC, and if permission is secured, the assignor will provide EFC with advance written notice so that payment can be directed appropriately. Any assignment by Charity in violation of this provision will be deemed a nullity. EFC may freely assign the Agreement. The Agreement will be binding on the parties’ permitted heirs, successors and assigns. Any dispute, controversy or proceeding arising out of or relating to the Agreement or the relationship between the parties hereto will be governed by in accordance with the terms of the Agreement. This Section 8, the customer data, ownership, confidentiality, indemnity, limitation of liability and arbitration provisions and any other terms required for the full interpretation of the Agreement following expiration or termination will survive any expiration or termination of the Agreement.


9. Notices


All notices under the Agreement will be in writing and will be deemed to have been duly given if given on the earliest to occur of (i) upon delivery, or refusal of delivery, if personally delivered; (ii) on the third business day after deposit with China Post using tracking information; (iii) on the first business day after delivery to a nationally recognized overnight courier if sent by such a courier; and (iv) on the day transmitted, as indicated by the transmission confirmation, if given by email (however, any notice transmitted by email after 5:00 PM local time at the destination of the recipient or on a day other than a business day will be considered given on the next business day). All notices to Charity will be sent to Charity at the address provided on the Charity Form under “Contact Information,” or such other address provided by Charity and accepted by EFC in writing. All notices to EFC will be sent to the below address, unless otherwise provided by EFC.


10. Jurisdiction


The territory and jurisdiction of this Agreement is the People’s Republic of China ("Territory"), and all payments issued under this Agreement must be in Chinese Yuan. 


LAST UPDATED: MAY 16, 2020

深圳南山区蛇口海上世界广场海滨商业中心1栋3楼301

Email: info@eatforcharity.cn


** The time is base on America/New_York timezone