1. General Overview of Our Relationship with You
   
2. Eligibility and Registration for Participation
   
3. Obligations of Participating Nonprofits
   
4. Eligibility to Receive Donations
   
5. Licenses and Access to MissionFish Online Tools
   
6. Processing of Donations
   
7. License Fees
8. Warranties, Disclaimers
9. Term and Termination of this License Agreement
10. Miscellaneous Terms and Conditions

Welcome to the community of MissionFish ("MissionFish", "we," "us"), a service of the Points of Light Foundation! Accepting this Nonprofit License Agreement and Terms of Use (the "License Agreement") is the first step in registering your organization with MissionFish.

Please read the complete License Agreement carefully. You, a nonprofit organization contemplating entering into this License Agreement ("you" or "your organization"), should read the entire License Agreement before indicating your acceptance.

We take your trust in MissionFish very seriously, and have prepared this legally binding License Agreement to set forth both our commitments to you and our requirements of you as a "Participating Nonprofit."

If you have questions about this License Agreement, contact our Community Care Team.

1. General Overview of Our Relationship with You

1.1 MissionFish is part of the Points of Light Foundation ("MissionFish/POLF"), a nonprofit charitable organization. We offer access to information and Web-based tools through our Web site located at www.missionfish.org (the "MissionFish Web Site") to assist persons who sell items through the eBay Inc. ("eBay") online marketplace to identify nonprofit organizations ("NPOs"), like your organization, that they wish to benefit. For purposes of this License Agreement, we call those people "Community Sellers" (but, for sake of clarity, the term "Community Seller" only refers to third parties, and does not refer to your organization even when your organization submits charitable listings through the MissionFish Web Site for its own benefit). We provide this assistance by permitting NPOs, like your organization, to register as participants in the MissionFish online community to become "Participating Nonprofits", and then by providing information to Community Sellers about those Participating Nonprofits.

1.2 We also facilitate Community Sellers' efforts to benefit NPOs like your organization. As described in greater detail below, we do this by accepting and processing donations received from Community Sellers and then forwarding each donation, less a small deduction for our Expenses, to the Participating Nonprofit that the Community Seller recommends as his or her intended beneficiary (the "Charitable Beneficiary"). Because MissionFish/POLF is a tax-exempt organization described in section 170(c) of the Internal Revenue Code of 1986 (a "Tax-Deductible Organization"), as amended (the "Code"), we issue receipts to Community Sellers for each donation, and Community Sellers are able to take tax deductions for such donations to the full extent allowed by law.

1.3 Because MissionFish assists Community Sellers as described above, MissionFish provides direct benefits to NPOs in two ways. First, Participating Nonprofits become eligible to receive donations when Community Sellers use MissionFish Online Giving Tools to search and select a Charitable Beneficiary while listing an item through eBay, and Participating Nonprofits may receive donations as a result. We grant licenses to Participating Nonprofits to enable them to manage certain information (such as a descriptive mission statement) that is made available to Community Sellers through the MissionFish Web Site using specific tools for such purposes. Second, we also permit Participating Nonprofits to access our Online Giving Tools, which enable Participating Nonprofits to act as "Direct Sellers," posting listings in the eBay online marketplace to raise funds on their own behalf, and identifying those as "charitable" listings.

1.4 Notwithstanding anything else in this License Agreement, you understand that, in entering and performing this License Agreement, both MissionFish and you are acting solely as independent contractors, and nothing in this License Agreement creates a partnership, joint venture, or employer-employee relationship, and neither party is acting as an agent of the other party. For purposes of clarity, neither party has any authority to make any commitments on behalf of the other party or to purport to bind the other party in any manner or to any extent.

2. Eligibility and Registration for Participation

2.1 In order to become a Participating Nonprofit within the MissionFish online community, at all times while this License Agreement remains in effect your organization must be a Tax-Deductible Organization in "good standing," or otherwise be eligible to receive tax-deductible contributions. In other words, your organization must meet the requirements necessary to be treated as a public charity by the Internal Revenue Service ("IRS"), and we must not have received any information that your organization has problems with its public accountability. You agree to provide to MissionFish written documentation suitable to MissionFish that evidences the foregoing, such as a copy of your 501(c)(3) determination letter from the IRS, or other requested proof of your tax-deductible status ("Proof of Status"), and you will promptly update that documentation whenever necessary to maintain its accuracy and completeness. You agree promptly to notify MissionFish upon the occurrence of any change in your status as a Tax-Deductible Organization or the occurrence of any inquiry by the IRS or any state or local government regarding the foregoing, and to provide MissionFish any additional information that we may reasonably require related to the foregoing.

2.2 You must register with MissionFish in order to become a Participating Nonprofit. Before we can provide you access to any of the special features or tools of the MissionFish Web Site that are designed specifically for Participating Nonprofits, or provide you access to any of the other benefits available to Participating Nonprofits as described herein, we require you to provide the information requested by our online nonprofit registration form, including certain contact information (e.g., address, name of a contact person) and certain financial information (e.g., bank account routing information, used only for processing donations, as described below). We maintain all of your organization's information in a database (your "Nonprofit Profile").

2.3 . It is optional to list items using the MissionFish Online Giving Tools as a Direct Seller. Of course, if you haven't already done so, you must register with eBay to sell items through eBay's online marketplace. However, you will be required to identify your organization as the seller by "connecting" your eBay Seller ID to your MissionFish Nonprofit Profile before you may submit charitable listings on your organization's behalf. If you wish to use MissionFish Online Giving Tools to identify any listing as charitable through the eBay Site for the benefit of a nonprofit organization other than your own, you must also provide the additional information required by our online seller registration form (e.g., credit card information, used only to process payment of your donations, as described below). We maintain that information in a separate database (your "Seller Profile"). Registration to use the Online Giving Tools and completion of a Seller Profile for this purpose is also optional, and is not required in order for you to become a Participating Nonprofit.

2.4 You may update or correct information contained in your Nonprofit Profile or Seller Profile by contacting us, or by using online tools that may be provided within the online "Nonprofit Area" or the online "Seller Profile " (each described below). You agree to update your Nonprofit Profile and Seller Profile promptly whenever necessary to maintain their accuracy and completeness. We will treat your Nonprofit Profile and Seller Profile according to the terms of our Privacy Policy, which is hereby incorporated into this License Agreement by reference. After you have completed your registration and we have received your valid Proof of Status, and until this License Agreement is terminated for any reason, you will be considered a "Participating Nonprofit."

3. Obligations of Participating Nonprofits

3.1 In order to provide information about Participating Nonprofits to Community Sellers, we require Participating Nonprofits to provide us a suitable written statement that describes the organization and its nonprofit purposes and objectives (a "Mission Statement"). Each such Mission Statement must meet our guidelines for length, formatting, etc., must comply with all of the standards and covenants in this License Agreement, and must otherwise be reasonably acceptable to us. You agree to provide a Mission Statement to us in an electronic text format (and, if we request, in a printed hardcopy form), and you agree to update your Mission Statement from time to time if we request or whenever necessary to maintain its accuracy.

3.2 We use logos and other trademarks of Participating Nonprofits in connection with the activities contemplated in this License Agreement, including, by way of example, to identify Participating Nonprofits on the MissionFish Web Site and to identify them as the Charitable Beneficiaries of particular eBay listings. If your organization has a logo, you agree to provide a copy of that logo to us in an electronic graphics file that meets our technical requirements (per the instructions available on the MissionFish Web Site). You hereby grant MissionFish a non-exclusive license to use your organization's name and logos during the term of this License Agreement in connection with identifying your organization. We acknowledge that you retain ownership of your trademarks, trade names and servicemarks and any associated goodwill.

3.3 You bear sole responsibility for complying with all laws, rules and regulations applicable to your activities under this License Agreement and to your status as a Tax-Deductible Organization. You understand that you may have obligations to register under state or local laws regarding charitable solicitations, and MissionFish has no obligation to assist your organization with any such registration; nor shall we have any liability for your failure to register properly, if such registration is required. You agree to bear all costs associated with your organization's compliance with such requirements. You agree that, for purposes of state charitable solicitation laws or regulations, nothing in this License Agreement is intended to cause MissionFish in any way to act as a professional fundraiser or fundraising counsel on your behalf. You will utilize any and all donations received pursuant to this License Agreement solely in accordance with your status as a Tax-Deductible Organization.

3.4 We expect all Participating Nonprofits to meet MissionFish's high ethical standards, including, without limitation, our policies regarding the kinds of NPOs that are appropriate for participation in the MissionFish community. For example, your organization is not authorized to register to become a Participating Nonprofit if you sponsor or promote hatred, violence or illegal activities. MissionFish reserves the right to deny or revoke participation as a Participating Nonprofit to any NPO that fails, in MissionFish's sole opinion, to meet these standards.

4. Eligibility to Receive Donations

4.1 For so long as you are a Participating Nonprofit, we will post information about your organization on the MissionFish Web Site, including your Mission Statement and logo(s), and will permit Community Sellers to access and view that information. If a Community Seller specifies your organization as his or her Charitable Beneficiary for a particular eBay listing, information about your organization (or a hyperlink to that information) will be included within that listing on the eBay online marketplace.

4.2 For so long as you are a Participating Nonprofit, we will permit Community Sellers to select your organization as the Charitable Beneficiary for any listings submitted by those Community Sellers through our Online Giving Tools. However, we will send you notification of each listing in which your organization has been named as the nonprofit beneficiary (unless you have chosen to opt-out of said preference.) We understand that Participating Nonprofits may sometimes prefer not to receive donations in instances where the amounts to be donated are derived from particular listings and sales that are contrary to the organization's policies. For that reason, we permit you to use MissionFish tools to request that eBay remove a particular listing (and indicate your reasons for making such a request) in which you are listed as the Charitable Beneficiary. Whenever a Participating Nonprofit requests that a listing be removed, MissionFish will exert commercially reasonable efforts to ensure that the item is removed by eBay within 24 hours.

4.3 If your organization submits a particular listing on its own behalf after connecting your eBay Seller ID to your Nonprofit Profile, we automatically consider the listing to have been approved by your organization as submitted. In contrast to listings made by Community Sellers (as set forth in Section 4.4), listings submitted by your organization on its own behalf are donations made directly to your organization.

4.4 Listings made by Community Sellers using the MissionFish "Online Giving Tools" are actually donations made to MissionFish/POLF, which MissionFish subsequently gives to Charitable Beneficiaries (after deductions for Expenses) according to the requirements of this License Agreement and our agreements with Community Sellers. As a result, all donations your organization receives from Community Sellers pursuant to this License Agreement, if any, are actually donations made to you by MissionFish/POLF. You acknowledge that your approval or disapproval of a particular listing, as contemplated in Section 4.2, extends solely to the designation of your organization as the Charitable Beneficiary for that listing. Accordingly, if you disapprove such a designation, you waive all claims with respect to that donation.

4.5 For so long as you are a Participating Nonprofit, if you are the Charitable Beneficiary of a percentage of the proceeds from a particular item listed by a Community Seller through our Online Giving Tools, and if we collect the promised donation from the Community Seller, we will distribute the proceeds of that donation to you after deducting certain amounts for our Expenses (described in detail below). If we fail to collect a promised donation from a Community Seller, you may be eligible to receive a donation from a reserve account that we maintain. Whether you are eligible depends upon numerous factors, including our reserve account policy in effect at the relevant time and the actual availability of funds in that account. However, you acknowledge that we make no promises that you will receive any minimum amount of donations, or any donations at all, or that you will receive or be eligible to receive any donations from our reserve account. If for any reason we are unable to make any particular donation while remaining in compliance with applicable laws or in compliance with our obligations to Community Sellers, you understand that we will not make any distributions to you in such cases. You also understand that we do not collect or distribute donations (or any portion thereof) from listings that your organization submits on its own behalf, because you bear responsibility for collecting amounts due to you when bidders purchase items that you sell.

4.6 You understand and acknowledge that MissionFish incurs costs and risks associated with the operation of the MissionFish Web Site and with conducting the kinds of activities that are described in this License Agreement. For example, MissionFish expends time, effort and expense to maintain the database of Nonprofit Beneficiaries, report on donation activities, and collect donations from Community Sellers. From time to time we may also decide not to complete a donation to a Participating Nonprofit according to our policies in effect at the time of the relevant listing (e.g., when a Community Seller is unable to collect the purchase price from a buyer). You acknowledge that any distribution we may make to your organization is subject to our obligations to Community Sellers, our policies regarding timing of payment, and our policies regarding deductions and expenses.

4.7 Any donations distributed to you under this License Agreement will be made by electronic funds transfer to the designated account specified in your Nonprofit Profile. You agree to undertake any actions necessary to authorize us to make such transfers to you, including, by way of example, by instructing your bank or other financial institution to permit such transfer and/or to provide us with such information as we may require in order to effect such transfer(s). If requested by MissionFish, you will execute a written agreement authorizing such electronic funds transfers.

4.8 You are solely responsible for maintaining your Nonprofit Profile and for complying with all of your obligations under this License Agreement. You agree to update your Nonprofit Profile from time to time as necessary to accurately reflect your organization's preferences in this regard. In the event that we are unable to effect a donation (e.g., if the bank account information and/or contact information you have provided in your Nonprofit Profile is invalid), if at any time you are in breach of this License Agreement, or if you cease to be a Tax-Deductible Organization, we reserve the right not to distribute donation proceeds to you and instead to redirect any donation to another entity or to use or dispense with the donation in any manner which complies with our agreements with Community Sellers, even if you are the Charitable Beneficiary for that donation.

4.9 If you receive any donations pursuant to this License Agreement after you have ceased to be a Tax-Deductible Organization or after this License Agreement has been terminated for any reason, you agree promptly to refund the full amount of the donation to us and to notify us of the change in your tax-deductible status. If you receive any donations pursuant to this License Agreement at any time while you are not a Participating Nonprofit (whether or not you have been notified of such status at the time the donation is received), we reserve the right to offset amounts that we would otherwise subsequently donate to you against the amount donated while you are not in good standing, or we may require you to refund all or a portion of such donations made while you were not in good standing.

5. Licenses and Access to MissionFish Online Tools

5.1 For so long as you are a Participating Nonprofit, you may access the "Nonprofit Area" of the MissionFish Web Site, which consists of certain Web pages that contain information and features available only to Participating Nonprofits, solely for purposes contemplated by this License Agreement. We also grant you a non-exclusive, non-transferable, non-sublicenseable license during the term of this License Agreement, subject to the terms and conditions herein, to download, install and display the software, scripts and other content (e.g., graphics) that we have specifically identified within the Nonprofit Area as available for download ("Downloadable Tools") These Downloadable Tools enable you to place features within your Web site(s) in order to inform users of such Web site(s) that you are a Participating Nonprofit, and to link those users to the MissionFish Web Site so that they may consider making a donation to MissionFish with you as the Charitable Beneficiary.

5.2 Once you have registered and connected your eBay Seller ID to your Nonprofit Profile as contemplated in Section 2.3, and for so long as you are a Participating Nonprofit in good standing, you may access the "Online Giving Tools " portion of the MissionFish Web Site, which consists of certain Web pages that contain online tools to assist you in submitting listings to the eBay online marketplace and identify your organization as the intended beneficiary of the sale proceeds.

5.3 Certain limitations and restrictions apply to the licenses and rights granted or provided to you in this License Agreement. You understand and agree that these licenses and rights may be exercised only by your employees and agents (including volunteers) acting on your behalf, that you are responsible for their conduct in using the MissionFish Web Site, and that these licenses and rights may not be assigned to any other person or entity or used on another's behalf. You agree that all listings submitted through the Online Giving Tools and the related listings conducted by you will comply with applicable requirements and policies of eBay. You also understand and acknowledge that MissionFish desires to maintain the highest ethical and reputational standards, and therefore wishes to ensure that listings submitted through the Online Giving Tools meet its high standards. Accordingly, you agree to comply with all applicable standards, limitations or guidelines that we may publish on the MissionFish Web Site regarding the type of items for which listings may be submitted through the Online Giving Tools and regarding the manner in which they may be promoted through the individual item listings and/or the MissionFish web site. ("Ethical Standards"). For example, you agree not to include any false, misleading, defamatory, obscene or illegal statements or other content in any listing submitted through the Online Giving Tools, not to conduct any illegal sale for which the listing is submitted through the Online Giving Tools, and not to submit listings for defamatory, obscene or illegal materials through the Online Giving Tools. The Ethical Standards, as amended from time to time in MissionFish's sole discretion, shall at all times be deemed to include the foregoing requirements, and are hereby incorporated into this License Agreement by reference.

5.4 When you submit a valid listing through the Online Giving Tools as a Direct Seller, we will upload specific information about that listing to eBay, indicating that the proceeds from your listing are intended to benefit your organization. If your organization has provided appropriate information and/or its logo to us, you agree that we may include the same (or a hyperlink to it, as we determine appropriate) when we upload your listing. If your listing indicates a Charitable Beneficiary other than your organization, we will include information and/or logos (or a hyperlink to the same) about that organization instead, if that organization has provided appropriate information and materials to us, subject to that organization's approval of its designation as the Charitable Beneficiary. You also agree that we may include an icon that identifies your listing as a charitable listing.

5.5 You acknowledge that your sales made by means of eBay listings are transactions between you and the relevant buyer(s), and you remain solely responsible for delivery of items and collections of amounts owed to you by buyers.

5.6 You acknowledge that POLF owns the MissionFish Web Site (including the Nonprofit Area and the Online Giving Tools) and all associated intellectual property rights, and all rights that are not expressly granted to you by this License Agreement are expressly reserved by MissionFish/POLF. For example, this License Agreement gives you no right or license to obtain a copy of any software (whether in object code, source code, script or other form) used by MissionFish to operate the MissionFish Web Site or that is used by MissionFish to provide any services in connection with this License Agreement, except the Downloadable Tools. You may not modify, distribute or make derivative works of the Downloadable Tools, nor use such Downloadable Tools for any purposes other than as expressly contemplated herein. Our software and any non-public aspects of the Downloadable Tools are confidential and proprietary information of MissionFish, and you agree not to disclose or distribute such information.

5.7 You understand that MissionFish is not affiliated with eBay, and no license is granted by this License Agreement to access or use eBay (or any Web site or service operated by eBay or by any other third party). Your use of eBay, if any, remains subject to the terms and conditions of any agreement between you and eBay, and you understand that you are responsible for payment of any fees charged by eBay for your use of the eBay online marketplace.

6. Processing of Donations

6.1 We do not charge you a fee for using the Nonprofit Area or the Downloadable tools, nor do we charge a fee for use of the Online Giving Tools as a Direct Seller (except in cases when you are using such tools to submit listings for the benefit of organizations other than your own). As a charitable organization itself, MissionFish offsets a large portion of its expenses using only a small portion of amounts donated by MissionFish Community Sellers. In particular, after receiving a donation out of the proceeds from a Community Seller's eBay listing, we retain a small part of the transaction to cover our operating expenses, including, but not limited to certain credit processing fees or bank fees that we incur to process your donation (we refer to these deducted amounts as "Expenses"). Such Expenses shall be as set forth on the fee schedule attached hereto, as amended by MissionFish from time to time. To ensure that Participating Nonprofits receive a benefit from each successful transaction, we also require that donations made through the Online Giving Tools must equal at least $5.

6.2 PLEASE NOTE CAREFULLY: Whenever you submit a listing through the Online Giving Tools, if you select another Participating Nonprofit as your Charitable Beneficiary you will be subject to the Terms and Conditions of the MissionFish Seller Agreement and MissionFish will treat the listing as though it were submitted by an ordinary Community Seller. As such, all fees and requirements as outlined in Section 6.1 for Community Sellers will apply to your organization. Of course, as with all charitable listings, even in these instances we will not charge you or make deductions for Expenses unless your listing actually sells through eBay. To avoid these additional deductions from amounts distributed to your organization, whenever you submit a listing you should be certain that your eBay seller ID is connected to your Nonprofit Profile and your organization is identified as the Charitable Beneficiary as outlined in Section 2.3 of this agreement.

6.3 You acknowledge that MissionFish reserves the right to adjust the amounts it deducts as Expenses from time to time.

7. License Fees

7.1 There is no charge for becoming a Participating Nonprofit, as described above, or whenever you submit one or more listings through the Online Giving Tools indicating your organization as the Charitable Beneficiary for 100% of such listings' proceeds.

7.2 Notwithstanding your status as a Tax-Deductible Organization, as between MissionFish and you, you will be responsible for all sales, use, value added or other similar taxes, duties, levies, charges or assessments, if any of the foregoing are or become applicable or payable in connection with amounts paid by your organization or donations made to your organization pursuant to this License Agreement.

8. Warranties, Disclaimers

8.1 You represent and warrant to MissionFish that (i) you are, and at all times during the term of this License Agreement will remain, a Tax-Deductible Organization with public charity status described in section 170(c) of the Code; (ii) you will utilize donations received through this use of the Online Giving Tools in accordance with such tax-exempt status; (iii) you will undertake any and all actions necessary to comply with any applicable laws, rules and regulations, including, without limitation, any requirements governing solicitation of charitable donations and registration requirements, if any, related to activities contemplated herein; (iv) all information provided by you in your Nonprofit Profile, Seller Profile and Mission Statement is true and accurate in all respects; (v) you have the right to provide all information provided in your Nonprofit Profile and Seller Profile or otherwise provided by you to us, the right to authorize use thereof by MissionFish as contemplated herein and the right to enter into this License Agreement on behalf of your organization; (vi) you have the right to grant the licenses granted to MissionFish hereunder; and MissionFish's use, as contemplated by this License Agreement, of materials or rights licensed hereunder, will not infringe the intellectual property rights or similar rights of any third party; (vii) you will not disparage MissionFish, eBay, any other Participating Nonprofit, or any partner or sponsor of MissionFish identified within the MissionFish Web Site, including, without limitation, through your use of the MissionFish Web Site, the Nonprofit Area, the Online Giving Tools or the Downloadable Tools; (viii) you have the right to sell the items you list through the Online Giving Tools; and (ix) all listings submitted by you through the Online Giving Tools will comply with the Ethical Standards, and no listing submitted by you through the Online Giving Tools will contain or relate to obscene, defamatory or illegal subject matter.

8.2. You agree to indemnify, hold harmless, and, at MissionFish's request, defend MissionFish, its affiliates and their respective officers, directors, employees, licensees, agents and vendors from and against any claims, losses, damages, costs, expenses (including attorney's fees and court costs) and liabilities arising from your breach or alleged breach of any obligation, covenant, representation or warranty under this License Agreement. If MissionFish requires you to provide defense of any matter for which indemnity is or may be due hereunder, MissionFish may participate in such defense by counsel of its choice at its own expense. You will not settle any claim for which indemnity is due hereunder unless such settlement completely and forever releases MissionFish and the other indemnified parties with respect to such claim, or unless MissionFish provides its prior written consent.

8.3 MISSIONFISH MAKES AVAILABLE THE MISSIONFISH WEB SITE, THE NONPROFIT AREA, THE SELLER AND NONPROFIT PROFILES, THE ONLINE GIVING TOOLS AND THE DOWNLOADABLE TOOLS FOR CHARITABLE PURPOSES, AND NOT FOR COMMERCIAL, FOR-PROFIT PURPOSES. YOU ACKNOWLEDGE THAT THE MISSIONFISH WEB SITE, THE NONPROFIT AREA, THE SELLER AND NONPROFIT PROFILES , THE ONLINE GIVING TOOLS, THE DOWNLOADABLE TOOLS AND MISSIONFISH'S PERFORMANCE HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS, AND MISSIONFISH DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES UNDER THIS LICENSE AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, DATA ACCURACY OR SYSTEM INTEGRATION. NO WARRANTY IS MADE BY MISSIONFISH ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, COURSE OF TRADE OR COURSE OF CONDUCT. YOU ACKNOWLEDGE THAT MISSIONFISH MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PERFORMANCE, EFFICIENCY OR AVAILABILITY (INCLUDING "UPTIME") OF THE MISSIONFISH WEB SITE OR THE ONLINE NONPROFIT AREA, THE SELLER AND NONPROFIT PROFILES, OR THE ONLINE GIVING TOOLS. NO REPRESENTATION OR WARRANTY IS MADE THAT OPERATION OF THE MISSIONFISH WEB SITE (INCLUDING THE NONPROFIT AREA , THE SELLER AND NONPROFIT PROFILES, AND THE ONLINE GIVING TOOLS) WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE MISSIONFISH WEB SITE (INCLUDING THE NONPROFIT AREA,THE SELLER AND NONPROFIT PROFILES, AND THE ONLINE GIVING TOOLS) WILL OPERATE AS EXPECTED OR WILL MEET YOUR PARTICULAR NEEDS OR PURPOSES. YOU ACKNOWLEDGE THAT MISSIONFISH MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY LEGAL REQUIREMENTS TO WHICH YOUR ORGANIZATION MAY BE SUBJECT, SUCH AS, BY WAY OF EXAMPLE, ANY REGISTRATION REQUIREMENTS RELATED TO CHARITABLE SOLICITATIONS; NOR DOES MISSIONFISH MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE APPLICABILITY OF TAX LAWS TO YOUR ORGANIZATION OR TO ANY COMMUNITY SELLER, SUCH AS, BY WAY OF EXAMPLE, ANY COMMUNITY SELLER'S ABILITY TO OBTAIN TAX DEDUCTIONS OR OTHER TAX BENEFITS IN CONNECTION WITH DONATIONS MADE THROUGH THE ONLINE GIVING TOOLS. YOU ACKNOWLEDGE THAT MISSIONFISH MAKES NO REPRESENTATIONS OR WARRANTIES TO YOU THAT YOU WILL RECEIVE ANY MINIMUM AMOUNT OF DONATIONS OR ANY DONATIONS AT ALL UNDER THIS LICENSE AGREEMENT.

8.4 IN NO EVENT SHALL MISSIONFISH BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF MISSIONFISH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF MISSIONFISH TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED $10. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS LICENSE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. IF YOU HAVE AUTHORIZED ANY THIRD PARTY TO ENTER THIS LICENSE AGREEMENT ON YOUR BEHALF (E.G., AN ASSOCIATION OF NONPROFIT ORGANIZATIONS), OR TO PERFORM ON YOUR BEHALF (E.G., TO RECEIVE AND PROCESS ANY DONATIONS MADE TO YOU), YOU UNDERSTAND AND AGREE THAT YOU ARE RESPONSIBLE FOR THE ACTS AND OMISSIONS OF THAT THIRD PARTY, AND MISSIONFISH HAS NO RESPONSIBILITY UNDER THIS AGREEMENT OR ANY LIABILITY TO YOU ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH THAT THIRD PARTY'S ACTS OR OMISSIONS. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS PARAGRAPH AND THE PRECEDING PARAGRAPH FORM AN ESSENTIAL BASIS OF THE ARRANGEMENT BETWEEN YOU AND MISSIONFISH, AND ABSENT THE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF MISSIONFISH'S LIABILITY SET FORTH ABOVE, THE TERMS OF THIS LICENSE AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

9. Term and Termination of this License Agreement

9.1 This License Agreement will become effective when you have acknowledged your acceptance of all the terms and conditions herein by following the instructions set forth on the MissionFish Web Site. Ordinarily, we will require you to indicate your agreement by selecting a particular checkbox and/or clicking a particular button during the process of registering as a Participating Nonprofit. Once in effect, this License Agreement will continue in operation until terminated by either you or us.

9.2 You may terminate this License Agreement (and thereby cancel your participation as a Participating Nonprofit) at any time and for any reason by providing written notice to us or by choosing to cancel your membership using the tools provided for that purpose within the Nonprofit Area of the MissionFish Web Site. If you breach this License Agreement at any time, you are not considered to be "in good standing" as a Participating Nonprofit until such breach is remedied. We may temporarily suspend your access to the MissionFish Web Site, the Online Giving Tools and/or the Nonprofit Area in order to require you to remedy any breach hereunder. Notwithstanding the foregoing, we also reserve the right to terminate this License Agreement at any time and for any reason by providing notice to you in accordance with this License Agreement.

9.3 After termination of this License Agreement, we will exercise reasonable efforts promptly to remove your Mission Statement and logo(s) from the MissionFish Web Site, as well as any reference to you as a current Participating Nonprofit. Upon such removal, the licenses you have granted to us in such materials will expire. You agree to promptly remove the Downloadable Tools and any copies thereof from your computers and storage media, and to destroy any confidential information of MissionFish/POLF that you may possess. You understand that we have no obligation to make any donations to you (even with respect to listings for which you have been specified as the Charitable Beneficiary), or otherwise to provide any services or perform other obligations under this License Agreement, after the termination of this License Agreement for any reason.

9.4 The obligations of Sections 1.4, 3.3, 4.5, 4.8, 5.3, 5.5, 5.6, 5.7, 6.2, 6.3, 7.1, 7.3, 8.1, 8.2, 8.3, 8.4, 9.3, this 9.4 and 10 will survive the termination of this License Agreement.

10. Miscellaneous Terms and Conditions

10.1 This License Agreement, together with any other documents incorporated herein by reference (including, without limitation, the MissionFish Privacy Policy, the Ethical Standards, the Schedule of Fees and the Refund Policy, each as amended from time to time), sets forth the entire agreement between MissionFish and you on this subject and supersedes all prior negotiations, understandings and agreements between MissionFish and you concerning the subject matter and all MissionFish promotional, marketing, sales, and informational materials.

10.2 Any notices given by MissionFish pursuant to this License Agreement may be given by any means of contact set forth in your Nonprofit Profile and will be effective when sent. If you fail to provide or update valid contact information as required by the Nonprofit Profile, you waive your right to receive notices under this License Agreement during the period of such failure. Alternatively, any notices given by MissionFish to all Participating Nonprofits may be given by posting information within the Nonprofit Area of the MissionFish Web Site, and, except as required by the following Section 10.3, will be deemed effective when posted. Notices from you to MissionFish must be given by email to the appropriate address provided by MissionFish within the MissionFish Web Site, or by any other means specifically authorized in this Agreement or within the MissionFish Web Site, and will be deemed given when actually received by MissionFish.

10.3 MissionFish may amend this License Agreement at any time by posting the amended terms on the MissionFish Web Site. MissionFish will send a message to the e-mail address in your Nonprofit Profile alerting you to the amended terms. Except as otherwise expressly stated in such a posting, all amended terms shall automatically be effective and legally binding upon you fourteen (14) days after initially posted on the MissionFish Web Site. If, after reviewing the posted amended terms, you completely agree to all such amended terms, no further action is necessary on your part. Rather, your continued access to and/or use of the MissionFish Web Site, or your receipt of any donation hereunder, shall constitute your complete assent to and acceptance of all such amended terms. All such posted amended terms shall be incorporated in this License Agreement as if fully set forth in this License Agreement. You may view the most recent License Agreement at any time from the MissionFish Web Site. If you do not accept all of the posted amended terms, you may terminate this License Agreement as set forth in Section 9.2 of this License Agreement. Apart from such posting of amended terms by MissionFish, this License Agreement may not otherwise be amended except in a written document (i) that expressly references this License Agreement and/or any affected amended terms as posted by MissionFish and (ii) that is executed by both you and MissionFish.

10.4 Should any provision of this License Agreement be held by a court or other tribunal of competent jurisdiction to be void, illegal, invalid, inoperative, or unenforceable, the remaining provisions of this License Agreement shall not be affected and shall continue in effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.

10.5 All the terms and provisions of this License Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the respective successors and permitted assigns of you and MissionFish.

10.6 You may not assign this License Agreement without MissionFish's prior written consent; any attempted assignment in violation of the foregoing will be null and void. MissionFish may assign this License Agreement to any third party without your consent.

10.7 The failure by MissionFish to partially or fully exercise any right or the waiver by MissionFish of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this License Agreement. Any remedies made available to MissionFish by the terms of this License Agreement are cumulative and are without prejudice to any other remedies that may be available to MissionFish in law or equity.

10.8 Except as otherwise expressly set forth, each party will be responsible for its own expenses incurred in performance of its obligations hereunder.

10.9 Any dispute between you and MissionFish which cannot be resolved by negotiation shall be submitted to mediation, and if mediation fails, arbitration, under the rules of the American Arbitration Association, or any comparable entity that you and MissionFish may subsequently agree upon in writing. Any arbitration award issued by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, you acknowledge that unauthorized use of MissionFish's proprietary materials, information or technology may cause irreparable harm to MissionFish for which monetary damages would be an inadequate remedy. Accordingly, MissionFish has the right, without necessity of posting bond, to seek injunctive or other equitable relief from any court of competent jurisdiction to protect its rights in intellectual property or confidential information.

10.10 This License Agreement shall be governed and interpreted in accordance with the laws of the District of Columbia without regard to its principles of conflict of laws. Venue for mediation, arbitration, or litigation of any dispute, controversy, or claim arising out of, in connection with, or in relation to this License Agreement, or the breach thereof, shall be proper only within a mediation or arbitration process or in a tribunal of competent jurisdiction within the District of Columbia.

1. General Overview of Our Relationship with You
   
2. Registration and Donor Profile
   
3. The Online Giving Tools
   
4. Processing of Donations
   
5. Warranties, Disclaimers
   
6. Term and Termination of this Agreement
   
7. Miscellaneous Terms and Conditions

Welcome to the community of MissionFish ("MissionFish", "we," "us"), a service of the Points of Light Foundation! Accepting these Seller Terms of Use is the first step in registering with MissionFish. Please read the complete Seller Terms of Use (the "Agreement") carefully. We have prepared this legally binding Agreement to set forth both our commitments to you and our requirements of you as a user of our Web Site located at www.missionfish.org (the "MissionFish Web Site"). We've also included specific provisions to protect the rights of the parties involved and of certain third parties throughout the term of this Agreement.

If you have questions about this License Agreement, contact our Community Care Team.

1. General Overview of Our Relationship with You

1.1 MissionFish is part of the Points of Light Foundation ("MissionFish/POLF"), a nonprofit organization recognized by the Internal Revenue Service ("IRS") as a public charity. We offer access to information and Web-based tools (collectively, the "Online Giving Tools") through the MissionFish Web Site in order to assist persons who sell items through the eBay Inc. ("eBay") online marketplace to donate all or a portion of the proceeds from such sale to nonprofit organizations ("NPOs"). We provide this assistance by permitting NPOs to sign-up as Participating Nonprofits in the MissionFish online community, and then by providing you information about those Participating Nonprofits so that you can use our Online Giving Tools to make your eBay listing a charity listing to benefit the Participating Nonprofit of your choice.

1.2. As described in greater detail below, the MissionFish Web Site allows you to make charitable donations by accepting and processing donations received from you, and forwarding each donation, less a small deduction for our Expenses, to the Participating Nonprofit that you have recommended as your beneficiary (your "Charitable Beneficiary"). Because MissionFish/POLF is a tax-exempt organization under section 501(c)(3) of the U.S. tax code, MissionFish/POLF will issue receipts for such donations, and you will be able to take tax deductions for such donations, to the full extent allowed by law.

2. Registration and Donor Profile

You must register with MissionFish in order to use the MissionFish Online Giving Tools. Before our online systems will permit you to list an item through eBay benefiting any Charitable Beneficiary, we may require you to provide the information requested by our online registration form, including some personal information such as your name, address and credit card information (used only for processing donations, as described below). We maintain all of your personal information in a database (your "User Profile") You may update or correct information contained in your User Profile by contacting us, or by using forms that may be provided within the Online Giving Tools to do so. We will treat your User Profile according to the terms of our Privacy Policy which is hereby incorporated into this Agreement by reference. Once registered and until this Agreement is terminated for any reason, you will be considered a "MissionFish User."

3. The Online Giving Tools

3.1 For so long as you are a registered MissionFish User in good standing, you may access the "Online Giving Tools" portion of the MissionFish Web Site, which consists of certain Web pages that assist you in choosing a Participating Nonprofit to be the intended beneficiary of a portion of your eBay listing proceeds. Upon your acceptance of this Agreement, we permit you to access and use the features of the Online Giving Tools, subject to the terms and conditions of this Agreement. You understand that you are permitted to access and use the Online Giving Tools personally and in your individual capacity, and that such permission to access or use the Online Giving Tools may not be assigned to any other person or used on another's behalf, or used for any other purposes other than those as set forth in this Agreement.

3.2 Certain limitations and restrictions apply to your right to use the Online Giving Tools. You agree that all listings submitted through the Online Giving Tools and the related listings conducted by you will comply with applicable requirements and policies of eBay. You also understand and acknowledge that MissionFish and the Participating Nonprofits desire to maintain the highest ethical and reputational standards, and therefore wish to ensure that listings submitted through the Online Giving Tools meet their high standards. Accordingly, you agree to comply with applicable standards, limitations or guidelines that we may publish on the MissionFish Web Site regarding the type of items for which listings may be submitted through the Online Giving Tools and regarding the manner in which they may be promoted through the Online Giving Tools ("Ethical Standards"). For example, you agree not to include any false, misleading, defamatory, obscene or illegal statements or other content in any auction listing submitted through the Online Giving Tools, not to conduct any illegal sale for which the listing is submitted through the Online Giving Tools, and not to sell defamatory, obscene or illegal materials listed through the Online Giving Tools, and the Ethical Standards shall at all times be deemed to include the foregoing requirements. The Ethical Standards, as amended from time to time in MissionFish's discretion, are hereby incorporated into this Agreement by reference.

3.3 You additionally acknowledge that MissionFish's agreements with Participating Nonprofits require us to notify each Participating Nonprofit when a listing has been created through the Online Giving Tools in which you have recommended that Participating Nonprofit as the intended beneficiary of your listing (unless they have opted out of such notification.) When you properly submit a listing using the Online Giving Tools, we will notify the Charitable Beneficiary of your listing. You understand that the intended nonprofit beneficiary named in your listing has the right to decline association with your listing at any time and has the right to request that eBay remove your listing from the eBay site. You agree that we may include information indicating that a portion of the proceeds from your auction is intended to benefit the Charitable Beneficiary. If the Charitable Beneficiary has provided appropriate information and/or its logo to us, you agree that the same (or a hyperlink to it) may be included within your listing. You also agree that we may include an icon that identifies your listing as a charitable listing.

3.4 You acknowledge that MissionFish owns the MissionFish Web Site (including the Online Giving Tools) and all associated intellectual property rights (including all trademarks, trade names and servicemarks), and all rights are reserved by MissionFish.

3.5 You understand that MissionFish is not affiliated with eBay, and no license or other right is granted by this Agreement to access or use eBay (or any Web site or service operated by eBay or by any other third party). Your use of eBay remains subject to the terms and conditions of any agreement between you and eBay.

4. Processing of Donations

4.1 We do not charge you a fee for using the Online Giving Tools or other portions of the MissionFish Web Site. By using the Online Giving Tools to make charitable contributions, you are making a charitable contribution to MissionFish/POLF. MissionFish/POLF is a tax-exempt organization under section 501(c)(3) of the U.S. tax code. Therefore, your donation is tax deductible to the full extent allowed by law. Under the terms and conditions discussed below, MissionFish/POLF grants your donation to your recommended Charitable Beneficiary, retaining a small portion of the donation to cover MissionFish's operating expenses. Because all Charitable Beneficiaries have been reviewed in advance by MissionFish, you know that all Charitable Beneficiaries are in "good standing "they meet the requirements necessary to be treated as public charities by the IRS, and we have not received any information that they have problems with their public accountability.

4.2 MissionFish offsets its expenses using only a portion of amounts donated by MissionFish Users. In particular, after receiving your donation out of the proceeds from an eBay listing, we retain a small part of the transaction to cover our operating expenses, including, but not limited to, certain credit processing fees or bank fees that we incur to process your donation, (we refer to these deducted amounts as "Expenses").

4.3 Even though your use of the Online Giving Tools does not constitute a "fee-for-service" arrangement, this Agreement is a binding agreement between you and MissionFish. When you list an item through eBay and use the Online Giving Tools, you are making a promise to donate a portion of your proceeds according to this Agreement, and you understand and agree that MissionFish is relying upon that promise when it gives you permission to access the Online Giving Tools and when it otherwise operates the MissionFish Web Site. If you fail to make any promised donation, we may suspend your access to, and/or use of, the Online Giving Tools, or may terminate your rights under this Agreement, may pursue legal action against you and may inform eBay of such actions. By agreeing to the terms and conditions set forth in this Agreement, you agree that all buyer complaints submitted against you relating to listings submitted through the Online Giving Tools may be submitted by MissionFish to PayPal, Inc. and/or eBay Inc.

4.4 We will process your donation once we believe an appropriate period has elapsed to permit you an opportunity to collect the sale proceeds (ordinarily on the second Monday following completion of the sale). For purposes of this Agreement, a listing will be considered "completed" whenever a listing reaches its conclusion and a buyer has been identified.

4.5 Donations are ordinarily processed by charging the credit card listed in your User Profile. You authorize us to charge that credit card for the full amount of your donation after the completion of each item that you list through the Online Giving Tools. For example, if you have indicated in a particular listing that you desire to donate 50% of the Proceeds from a particular listing, and if the highest bidder agrees to pay you $30 for the listed item(s), you authorize us to charge $15 to your credit card as the full donation amount. From time to time, we may make available to you options to make your donations by alternative means, such as by electronic funds transfer/wire transfer, and we will inform you of those options on the MissionFish Web Site.

4.6 You acknowledge that your sales made by means of eBay listings are transactions between you and the relevant buyer(s), and you remain solely responsible for delivery of said items and collections of related amounts owed to you by buyers ("Proceeds").

4.7 After we collect your donation, we will deduct our Expenses and then attempt to forward the net amount of your donation to the Charitable Beneficiary. You understand, however, that MissionFish will only make donations to Participating Nonprofits in good standing. Because Participating Nonprofits may sometimes lose their tax-exempt status and because MissionFish may not be able to effect such donation (e.g., due to changes in a Participating Nonprofit's address or contact information of which MissionFish has not been notified), you agree that MissionFish reserves the right to redirect such donated amounts to one or more other charitable organization(s). In such cases, MissionFish will exercise reasonable efforts to identify charitable organizations similar to your Charitable Beneficiary for purposes of such donation. If MissionFish deems necessary, MissionFish reserves the right to redirect the donated amounts to another designated beneficiary, without your approval.

4.8 In the event that you fail to collect the sale Proceeds of a particular item from the purchaser even after you have confirmed delivery of the item(s) and have made reasonable efforts to collect such Proceeds, you may be eligible to receive a refund of donated amounts if we have already charged your credit card (or otherwise collected the donated amounts) for that particular listing. However, certain limitations apply, such as the period of time after the sale completion during which you may file for a refund. Please see our current Refund Policy, which is hereby incorporated into this Agreement.

4.9 For each listing that sells successfully, whether or not you collect all or any Proceeds, we require, and you agree, that you will make a minimum donation of $5 for each such listing, in instances when the percentage of your Proceeds that you have designated to be donated would otherwise result in a donation that is less than $5.

5. Warranties, Disclaimers

5.1 You represent and warrant to MissionFish that (i) you will at all times use the MissionFish Web Site, the Online Giving Tools and the eBay online marketplace in compliance with applicable laws, rules and regulations; (ii) all information provided by you in your User Profile and any listings submitted through the Online Giving Tools is true and accurate; (iii) you will not disparage MissionFish, eBay, any Participating Nonprofit, or any partner or sponsor of MissionFish identified within the MissionFish Web Site, including, without limitation, through your use of the MissionFish Web Site or the Online Giving Tools; (iv) you have the right to provide all information provided in your User Profile or otherwise provided by you to us and the right to authorize use thereof by MissionFish as contemplated herein; (v) you have the right to sell the items listed through the Online Giving Tools, and the right to make the donations made pursuant to this Agreement; (vi) all listings submitted by you through the Online Giving Tools will comply with the Ethical Standards, and no listing submitted by you through the Online Giving Tools will contain or relate to obscene, defamatory or illegal subject matter; and (vii) you will at all times comply with the terms and conditions of this Agreement, and any terms of use or other agreement you may have with eBay.

5.2. You agree to indemnify, hold harmless, and, at MissionFish's request, defend MissionFish, its affiliates and its and their respective officers, directors, employees, agents and vendors from and against any claims, losses, damages, costs, expenses (including attorney's fees and court costs) and liabilities arising from your breach or alleged breach of any obligation, covenant, representation or warranty under this Agreement. If MissionFish requires you to provide defense of any matter for which indemnity is or may be due hereunder, MissionFish may participate in such defense by counsel of its choice at its own expense. You will not settle any claim for which indemnity is due hereunder unless such settlement completely and forever releases MissionFish and the other indemnified parties with respect to such claim, or unless MissionFish provides its prior written consent.

5.3 MISSIONFISH MAKES AVAILABLE THE MISSIONFISH WEB SITE (INCLUDING THE ONLINE GIVING TOOLS) FOR CHARITABLE PURPOSES ONLY, AND IS NOT OPERATED AS A COMMERCIAL, FOR-PROFIT ENTERPRISE. YOU ACKNOWLEDGE THAT THE MISSIONFISH WEB SITE (INCLUDING THE ONLINE GIVING TOOLS), IS PROVIDED ON AN "AS IS" BASIS, AND MISSIONFISH EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, DATA ACCURACY OR SYSTEM INTEGRATION. NO WARRANTY IS MADE BY MISSIONFISH ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, COURSE OF TRADE OR COURSE OF CONDUCT. YOU ACKNOWLEDGE THAT MISSIONFISH MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PERFORMANCE, EFFICIENCY OR AVAILABILITY (INCLUDING "UPTIME") OF THE MISSIONFISH WEB SITE OR THE ONLINE GIVING TOOLS. NO REPRESENTATION OR WARRANTY IS MADE THAT OPERATION OF THE MISSIONFISH WEB SITE (INCLUDING THE ONLINE GIVING TOOLS) WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE MISSIONFISH WEB SITE (INCLUDING THE ONLINE GIVING TOOLS) WILL OPERATE AS EXPECTED OR WILL MEET YOUR PARTICULAR NEEDS OR PURPOSE). YOU ACKNOWLEDGE THAT MISSIONFISH MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE APPLICABILITY OF TAX LAWS TO YOU, SUCH AS, BY WAY OF EXAMPLE, YOUR ABILITY TO OBTAIN TAX DEDUCTIONS OR OTHER TAX BENEFITS IN CONNECTION WITH DONATIONS MADE THROUGH THE MISSIONFISH ONLINE GIVING TOOLS.

5.4 IN NO EVENT SHALL MISSIONFISH AND/OR ANY PARTICIPATING NONPROFIT BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF MISSIONFISH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF MISSIONFISH TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED $10. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS PARAGRAPH AND THE PRECEDING PARAGRAPH FORM AN ESSENTIAL BASIS OF THE ARRANGEMENT BETWEEN YOU AND MISSIONFISH, AND ABSENT THE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF MISSIONFISH'S LIABILITY SET FORTH ABOVE, THE TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

6. Term and Termination of this Agreement

6.1 This Agreement will become effective when you have acknowledged your acceptance of all the terms and conditions herein by following the instructions set forth on the MissionFish Web Site. Once in effect, this Agreement will continue in operation until terminated by either you or us.

6.2 We reserve the right to terminate this Agreement (including your access to and use of the MissionFish Web Site and the Online Giving Tools) at any time and for any reason by providing notice to you in accordance with this Agreement. You agree that if you breach this Agreement at any time, you are not considered to be "in good standing" as a MissionFish User until such breach is remedied. For purposes of clarity, your failure to timely pay any donations made to MissionFish/POLF shall be a breach of this Agreement, and shall cause you to no longer be in good standing. You agree that we may from time to time provide information to eBay regarding any non-performance by you, or any suspension or termination of this Agreement.

6.3 You understand that your rights hereunder will terminate immediately upon termination of this Agreement, and we have no obligation to provide any access to the MissionFish Web Site (including the Online Giving Tools), or to perform any other obligations under this Agreement after the termination of this Agreement for any reason.

6.4 The obligations of sections 3.4, 3.5, 4.3, 4.4, 4.5, 4.6, 4.9, 5.1, 5.2, 5.3, 5.4, this 6.4 and 7 will survive the termination of this License Agreement.

7. Miscellaneous Terms and Conditions

7.1 This Agreement, together with any other documents incorporated herein by reference (including, without limitation, the MissionFish Privacy Policy, the Ethical Standards and the Refund Policy, each as amended from time to time), sets forth the entire agreement between MissionFish and you on this subject and supersedes all prior negotiations, understandings and agreements between MissionFish and you concerning the subject matter and all MissionFish promotional, marketing, sales, and informational materials.

7.2 Not withstanding anything else in this License Agreement, you understand that, in entering and performing the Agreement, both MissionFish and you are acting solely as independent contractors and neither party is acting as an agent of the other party. For sake of clarity, neither party has any authority to make any commitments on behalf of the other party or to purport to bind the other party in any manner or to any extent.

7.3 Any notices given by MissionFish pursuant to this Agreement may be given by any means of contact set forth in your User Profile and will be effective when sent. If you fail to provide or update valid contact information as required by the User Profile, you waive your right to receive notices under this Agreement during the period of such failure. Alternatively, any notices given by MissionFish to all MissionFish Users may be given by posting information within the MissionFish Web Site. Notices from you to MissionFish must be given by email to the appropriate address provided by MissionFish within the MissionFish Web Site, and will be deemed given when actually received by MissionFish.

7.4 MissionFish may amend this Agreement at any time by posting the amended terms on the MissionFish Web Site. MissionFish will send a message to the e-mail address in your User Profile alerting you to the amended terms. Except as otherwise expressly stated in such a posting, all amended terms shall automatically be effective and legally binding upon you fourteen (14) days after initially posted on the MissionFish Web Site. If, after reviewing the posted amended terms, you completely agree to all such amended terms, no further action is necessary on your part. Rather, your continued access to and/or use of the MissionFish Web Site (including, without limitation, any submission of listings through the Online Giving Tools) shall constitute your complete assent to and acceptance of all such amended terms. All such posted amended terms shall be incorporated in this Agreement as if fully set forth in this Agreement. If you do not accept all of the posted amended terms, you may terminate this Agreement by ceasing to use the MissionFish Web Site and Online Giving Tools, but any promises to make donations or other obligations you have incurred before termination will survive as obligations even after termination. Apart from such posting of amended terms by MissionFish, this Agreement may not otherwise be amended except in a written document (i) that expressly references this Agreement and/or any affected amended terms as posted by MissionFish and (ii) that is agreed to by both you and MissionFish.

7.5 Should any provision of this Agreement be held by a court or other tribunal of competent jurisdiction to be void, illegal, invalid, inoperative, or unenforceable, the remaining provisions of this Agreement shall not be affected and shall continue in effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.

7.6 You may not assign this Agreement without MissionFish's prior consent; any attempted assignment in violation of the forgoing will be null and void. MissionFish may assign this Agreement to any third party without your consent. Any remedies made available to MissionFish by the terms of this Agreement are cumulative and are without prejudice to any other remedies that may be available to MissionFish in law or equity.

7.7 The failure by MissionFish to partially or fully exercise any right or the waiver by MissionFish of any breach, shall not prevent a subsequent exercise of such right to be deemed a waiver of any subsequent breach of the same or of any other term of this License Agreement. Any remedies made available to MissionFish by the terms of this Agreement are cumulative and are without prejudice to any other remedies that may be available to MissionFish in law or equity.

7.8 Any dispute between you and MissionFish which cannot be resolved by negotiation shall be submitted to mediation, and if mediation fails, arbitration, under the rules of the American Arbitration Association, or any comparable entity that you and MissionFish may subsequently agree upon in writing. Any arbitration award issued by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, MissionFish has the right to seek injunctive relief from any court of competent information to protect its rights in intellectual property or confidential information.

7.9 This Agreement shall be governed and interpreted in accordance with the laws of the District of Columbia without regard to its principles of conflict of laws. Venue for mediation, arbitration, or litigation of any dispute, controversy, or claim arising out of, in connection with, or in relation to this Agreement, or the breach thereof, shall be proper only within a mediation or arbitration process or in a tribunal of competent jurisdiction within the District of Columbia.