Effective March 2025
This CAUSE Member Agreement for 501 (c)(3) Organizations (“Agreement”) is entered into by and between the 501(c)(3) organization (“CAUSE”) that joined the tix4cause platform and affirms that in so joining it is a duly authorized and established 501(c) (3) organization, and 4Cause, LLC (“4C”), a Delaware limited liability company located at 401 E. Elm Street, #300 Conshohocken, PA 19428.
The following terms and conditions (“Terms”) govern the obligations of each party hereto as a result of this Agreement. They also reference and incorporate, as applicable, the 4C Online Proprietary Donation and Sales Terms and Conditions. Capitalized terms not defined in this Agreement shall have the same meaning as in the Terms of Use.
1. Scope of Services. 4C operates tix4cause.com (“Website”), a social enterprise technology platform offering, among other things, a vehicle for 501(c)(3) organizations to use to raise funds and awareness through the sale of donated as well as non-donated entertainment tickets. The 4C services offered as of the date of this Agreement (“T4C Services”) include:
a. DONATED TICKETS - Ticket donors are able to select CAUSE to donate their tickets to and, once accepted and approved by 4C on behalf of CAUSE, receive a tax acknowledgment letter issued by 4C on behalf of CAUSE recognizing the donation. All donated tickets must be reviewed and approved on behalf of the CAUSE by 4C before posting on the 4C website. Once accepted on behalf of the CAUSE, ownership of said donated ticket transfer from the donor to the CAUSE.
b. NON-DONATED TICKETS - Consumers are able to select CAUSE to benefit from their purchase of non-donated tickets. For every such purchase, 4C donates a portion of the proceeds it receives from its secondary ticket provider for said transaction, to CAUSE.
c. CHARITY EVENTS - CAUSE is able to utilize the Website to sell tickets to its own events, raffles, and outings. In each and every instance the parties hereto recognize that the events and raffles are the CAUSE’s events and solely created, established, offered and under the control of CAUSE.
4C does not currently charge a fee for causes to be included on the Website (“Membership Fee”) but may choose to do so in the future at its sole discretion. CAUSE will be given a 30 day written notice should 4C implement a Membership Fee policy. 4C may refuse to include or remove any CAUSE on the Website in its sole and absolute discretion.
2. Joining the T4C Platform. CAUSE desires to join the 4C platform as a 501(c)(3) CAUSE member. CAUSE hereby grants 4C a license to copy, display, and electronically distribute information related to CAUSE as provided or posted by CAUSE from time to time (collectively, “CAUSE Information”) for the purpose of integrating CAUSE with the 4C services offered to consumers through the Website (“4C Services”), and to allow users to select CAUSE to benefit from any and all non-donated ticket purchases they may make through the Website. Upon execution of this Agreement, completion of application information as required by 4C, and delivery of the same to 4C (“Registration Process”), and approval by 4C, 4C will list and publish CAUSE on the Website.
3. Donations.
a. Process and Proceeds. Once a ticket donor selects CAUSE as the beneficiary of a ticket donation and said ticket donation is reviewed and accepted by 4C on behalf of CAUSE, ownership of the ticket transfers to the CAUSE from the donor. CAUSE is notified of each and every donation reviewed and accepted on its behalf by 4C. Upon receipt of notice, CAUSE may immediately contact 4C and request the ticket(s) be forwarded to CAUSE and 4C agrees to forward them to CAUSE as requested at no cost except shipping costs as may be required. If CAUSE does not so specifically request the tickets be forwarded to CAUSE, 4C will create a donation page for said tickets and will post the tickets for sale on the Website on behalf of CAUSE so that CAUSE can offer its ticket for sale on the Website. When donated tickets sell, since the CAUSE is offering the tickets for sale on the 4C platform, the CAUSE is the beneficiary of the sale. 4C will credit to CAUSE one hundred percent (100%) of any such sale proceeds (“Ticket Proceeds”) subject to the payment terms outlined below.
b. Payment Terms; Audits. Within thirty (30) days after the end of the calendar month in which the donated ticketed event took place, 4C will ACH transfer to the bank account designated by CAUSE any Ticket Proceeds collected during such month, minus any applicable deductions. In conjunction with such transfer, 4C will provide CAUSE with an electronic accounting of all Ticket Proceeds for the applicable accounting period, including any applicable deductions. Applicable deductions from the Ticket Proceeds include:
i. the merchant processing fee assessed to the purchaser;
ii. a fee of 10% of the actual sale price of the ticket(s); and
iii. any delivery fee paid by the purchaser.
Any and all approved Customer refunds will be offset against existing Ticket Proceeds prior to payout to CAUSE. 4C shall maintain complete books and records as pertains to Ticket Proceeds. CAUSE shall have the right to audit such books and records, at 4C’s offices, not more than once a year and upon thirty (30) days prior written notice.
4. CAUSE Events.
a. Process and Proceeds. CAUSE may at any time list for sale, through a dedicated page on the Website, tickets for its own functions, events and raffles. 4C will, at no cost, create the ticket listing page for CAUSE and submit a link to CAUSE for review and approval. The parties hereto acknowledge that any such event created for and offered by CAUSE is under the direction and control of CAUSE and CAUSE is responsible for creating any and all applicable rules and regulations concerning the event it is promoting and providing same to 4Cause for posting on the event page for consumers to review prior to purchase. CAUSE is also responsible for compliance with any and all applicable regulations that may pertain or apply to its particular offering.
b. Payment Terms; Audits. Unless a different payment schedule is specifically requested by CAUSE and approved by 4C, within thirty (30) days after the end of each calendar month, T4C will ACH transfer to the bank account designated by CAUSE any Ticket Proceeds related to CAUSE’s event and collected during such month, minus any applicable deductions (“Cause Event Ticket Proceeds”). In conjunction with such transfer, 4C will provide CAUSE with an electronic accounting of all Cause Event Ticket Proceeds for the event for the applicable accounting period, including any applicable deductions. Applicable deductions from said proceeds include:
i. the merchant processing fee assessed to the purchaser; and
ii. any delivery fee paid by the purchaser.
CAUSE may elect to absorb the cost of the merchant processing fee and/or any delivery fee assessed by 4C for the event ticket rather than passing this cost to the purchaser. In this event, 4C will deduct such charges and fees from said proceeds prior to remitting the same to CAUSE.
Customer refunds, if any, must be offset against sales, with any deficiencies being paid by CAUSE to 4C within 30 days of request by 4C to be reimbursed by CAUSE. CAUSE shall be financially responsible for the reimbursement of all sales in the event of any cancellation for any reason. 4C shall maintain complete books and records pertaining to Cause Event Ticket Proceeds. CAUSE shall have the right to audit such books and records, at 4C’s offices, not more than once a year and upon thirty (30) days prior written notice.
4. Non-Donated Tickets
a. Process and Proceeds. 4C agrees to donate to CAUSE 50% of the amount 4C receives from its secondary ticket provider for all purchases made where CAUSE is selected as the beneficiary of the non-donated ticket purchase (“Non-Donated Ticket Proceeds”).
b. Payment Terms; Audits. Within thirty (30) days after the end of the calendar month in which the event occurs, 4C will ACH transfer to the bank account designated by CAUSE the Non-Donated Ticket Proceeds identified above and received from its ticket provider, minus any applicable deductions. In conjunction with such transfer, 4C will provide CAUSE with an electronic accounting of all Non-Donated Ticket Proceeds for the applicable accounting period, including any applicable deductions. Applicable deductions from said proceeds include customer refunds authorized and granted by 4C’s ticket provider. 4C shall maintain complete books and records as pertaining to said proceeds. CAUSE shall have the right to audit such books and records, at 4C’s offices, not more than once a year and upon thirty (30) days prior written notice.
5. Responsibilities of CAUSE. The parties hereto acknowledge that success on the 4C platform is specifically dependent upon awareness and communication by CAUSE of its membership on the Website to its supporters and donor base. As a result, and in conjunction with 4C’s reasonable recommendations, CAUSE agrees to use its best efforts to promote its membership with 4C, the 4C platform, and the benefits of the 4C platform to CAUSE’S board members, volunteers, supporters, etc., and encourage they spread the word; implement a registration drive for CAUSE on the 4C platform, and participate in at least quarterly conference calls to discuss new marketing concepts and implementation plans. Cause agrees to assign a designated internal staff member as its liaison with 4Cause and, said designated person, or their official replacement, will serve as the authorized spokesperson in all matters related to 4Cause.
6. 501(c) (3) Donor Acknowledgment. By executing this Agreement, CAUSE affirms that it is a non-profit organization holding a 501 (c) (3) tax exempt status with the IRS, and is compliant and in good standing with all federal and state requirements. Based on this affirmation, once tickets are donated to CAUSE by a Donor via the Website and reviewed and accepted by 4C on behalf of CAUSE, 4C will provide a donor acknowledgment letter to said Donor. CAUSE authorizes 4C to include CAUSE’s tax identification number and the name of the person authorized to sign such letters on behalf of CAUSE and agrees to honor such letter as if signed by CAUSE directly. CAUSE shall receive a copy of all 501(c) (3) donor acknowledgement letters addressed to donors of tickets benefiting CAUSE. Said letter shall include the name and address of the donor. 4C will use the information provided by CAUSE in writing to prepare said letter and will use this same information until CAUSE updates 4C in writing of any changes to its tax status or authorized personnel whose name will be used in each donor acknowledgement letter. It is CAUSE’S responsibility to update 4C in writing of any and all updates to this information. All information utilized by 4C will be considered accurate until 4C receives written confirmation advising otherwise.
7. Release. CAUSE hereby releases 4C and all affiliated companies, charities, officers, directors, agents, parents, subsidiaries, legal representatives and employees (the “4C Parties”) from, and the 4C Parties shall not be responsible for, any claims, demands or damages of any kind in any way connected with, any dispute between CAUSE and any Donor. It is CAUSE’s responsibility to read all 4C emails related to CAUSE’s donation requests and to ensure that all of the information provided by CAUSE in connection to donations made to CAUSE is accurate. CAUSE hereby releases 4C from any responsibility for missed confirmations or requests due to incorrect information provided by CAUSE and for failure to update CAUSE as to any changes to the information it is required to provide to CAUSE..
8. Intellectual Property. As between the parties, 4C shall retain all right, title and interest in and to the 4C Services and any portions and components thereof, including but not limited to, copyrights, patents, trade secrets and trademarks. As between the parties, CAUSE shall retain all right, title and interest in and to the CAUSE information, including but not limited to, copyrights, patents, trade secrets and trademarks. CAUSE warrants to 4C that it has the right to provide 4C with all CAUSE information, that all CAUSE information is complete and accurate, and that use of the CAUSE information hereunder will not violate any applicable laws or regulations, including, without limitation, copyright, trademark, privacy and defamation laws. CAUSE agrees to defend, indemnify and hold 4C harmless (including court costs and reasonable attorneys’ fees) (i) from all consequences of 4C, CAUSE or end-users providing, posting, accessing or using the CAUSE information or any other material provided by CAUSE hereunder, including without limitation, any breach of the foregoing warranty and (ii) for any claims related to CAUSE’s violation.
9. Trademarks. CAUSE hereby grants 4C the right to use CAUSE’s trademarks and logos on the Website as necessary to perform the 4C Services, and in marketing materials and press releases; CAUSE hereby warrants to 4C that 4C’s use of such trademarks and logos will not infringe any third party’s rights anywhere in the world. 4C grants CAUSE a revocable, non-transferable license to use the 4C logo, solely in the form and format provided by 4C, and solely for the purpose of displaying such logo in CAUSE’s marketing materials and on CAUSE’s website. CAUSE may not imply that it is an agent or a part of 4C. Upon termination of this Agreement for any reason, each party shall immediately cease all uses of the other party’s trademarks and logos. Goodwill from the use of each party’s trademarks hereunder shall inure solely to such party.
10. Term and Termination. This Agreement shall have a term extending for one (1) year, commencing on the date listed above and shall automatically renew thereafter on an annual basis. Either party may terminate this Agreement for any reason upon ten (10) days prior written notice to the other party. Sections 3 and 6 through 9, 11, 12 and 14 of this Agreement shall survive termination for any reason.
11. Warranties; Disclaimer. Each party represents and warrants to the other that it has the power and authority to enter into this Agreement and perform its obligations hereunder. In addition, if CAUSE has registered with 4C as a tax-exempt organization, CAUSE hereby represents and warrants that it does qualify as such under Section 501(c) 3 of the Internal Revenue Code and that it will maintain such status through the term of this Agreement. 4C MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE 4C SERVICES, THE 4C WEBSITE, NOR THE NUMBER OR AMOUNT OF DONATIONS GENERATED BY THE 4C SERVICES, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
12. Confidentiality. Each party agrees that all business, technical and financial information they obtain from the other is the confidential property of the disclosing party (“Proprietary Information”). Except as otherwise expressly allowed herein, the receiving party will hold in confidence and not use or disclose any Proprietary Information of the disclosing party and this Agreement shall similarly bind its employees in writing. The receiving party shall not be obligated under this Section 12 with respect to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; or (ii) is received without restriction from a third party; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) is independently developed by the receiving party without use of the disclosing party’s Proprietary Information. The receiving party may make disclosures required by law or court order provided the receiving party uses reasonable efforts to limit disclosure and to obtain confidential treatment. The parties acknowledge that breach of this Section 12 by the receiving party shall CAUSE the disclosing party irreparable harm and therefore, in addition to any other remedies, the disclosing party shall be entitled to equitable or injunctive relief as a remedy for such breach.
13. Access. From time to time, it may be necessary to take the Website offline for maintenance or other reasons. CAUSE shall not be entitled to any refunds or credits as a result of the Website being down.
14. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, EXCEPT FOR BODILY INJURY, 4C WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR CLAIMS RELATED TO THE AVAILABILITY OR ACCURACY OF THE WEBSITE, THE tix4CAUSE SERVICES OR THE SUCCESS OR LEVEL OF DONATIONS RESULTING THEREFROM.
15. General. Notwithstanding anything to the contrary, nothing contained herein shall be construed to prevent 4C from complying with privacy laws and regulations. 4C will not be responsible for any delay in the performance of its obligations hereunder caused by any acts, omissions, or events beyond 4C’s control. This Agreement represents the complete agreement and understanding between 4C and CAUSE with respect to the subject matter hereof, and supersedes any other written or oral agreement. The terms and conditions of this Agreement may only be modified or waived in a writing signed by both parties. The invalidity or unenforceability of any provision of this Agreement shall not affect the enforceability or validity of any other provision. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts of laws provisions thereof. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the Pennsylvania state and U.S. federal courts having within their jurisdiction the location of 4C’s principal place of business and the parties hereby consent to such jurisdiction and venue. In any action to enforce rights or obligations under this Agreement, the prevailing party shall be entitled to recover costs and reasonable outside counsel fees.
16. Notices. Any notice under this Agreement shall be deemed given on the third business day following the mailing of any such notice, postage paid, to the address set forth above.