By downloading the Clover Terminal Donate for Trees App, you (the “Merchant” or “You”) agree to the following terms of service, (“Clover Terminal Donate for Trees App Terms” or “Agreement”) which supplement the GENERAL App Terms of Service (End Users) (“General Terms”).

Background:

The Priceless Planet Coalition was launched by Mastercard International Incorporated (“Mastercard”) to unite companies, communities and consumers in climate action (the “Program”). Together we are committed to restoring 100M trees through a global portfolio of forest restoration investments across 6 continents, using best available science to restore forests in the places that will have the greatest positive impact on the climate, for communities and for nature (the “Program Goal”).

Conservation International Foundation (“CI”) serves as fiscal sponsor of the Priceless Planet Coalition and performs certain charitable and related support services and activities for the benefit of the Program, including without limitation accepting funding contributions and executing specific projects under the Program to meet the Program Goal.

Zoomifi Inc. (“Zoomifi”) has made available the Donate for Trees app, which will allow participating merchants that download the application to display an option on the Clover point of sale checkout screen to enable cardholders to add such additional amounts to the transaction total for the purpose of allowing You, as Merchant, to collect such additional funds as a donation by the cardholder to CI for the benefit of the Program Goal, subject to this Agreement.  

1. AUTHORITY FOR USE OF NAME AND MARKS.  CI and Mastercard hereby grant to Merchant a limited, non-exclusive, royalty-free license to use certain marks owned by CI and Mastercard only as displayed in the accompanying Clover Terminal Donate for Trees App in conjunction with voluntarily requesting financial support and collecting donations for and on behalf of CI from consumers (“Consumer Donations”) as contemplated herein.  This grant of authority shall stay in effect for the term of this Agreement.
2. TRADEMARK AND COPYRIGHT OWNERSHIP.
   1. Mastercard Trademarks. The Priceless Planet mark and logo, Mastercard, Priceless, and the Circles Design are trademarks of Mastercard (collectively, the “Mastercard Trademarks”). Nothing contained on the Clover Terminal Donate for Trees App shall be construed as granting, by implication, estoppel or otherwise, any license or right to use the Mastercard Trademarks, Mastercard-owned intellectual property or copyrighted material without Mastercard’s prior written permission.
   2. CI Trademarks. The CI logo, CI circle and line logo and the name “Conservation International Foundation” are trade/service marks of CI (collectively, the “CI Trademarks”). Nothing contained on the Clover Terminal Donate for Trees App shall be construed as granting, by implication, estoppel or otherwise, any license or right to use the CI Trademarks, CI-owned intellectual property or copyrighted material without CI’s prior written permission.
3. ​PRE-APPROVED COPY; APPROVAL RIGHTS.  Zoomifi shall provide You with such banner materials and other content related to Your use of the Clover Terminal Donate for Trees App (“Pre-Approved Copy”) that You may use solely for internal and external communications in connection with the Clover Terminal Donate for Trees App without seeking further written consent by CI or Mastercard, as applicable. You may not make any changes to the Pre-Approved Copy.   Outside of the Pre-Approved Copy, CI and Mastercard shall have the right to approve in advance each and every use of their respective names, trademarks and logos, including without limitation, the Mastercard Trademarks, the CI Trademarks and information about CI’s non-profit programs and methods of operating or purposes.
4. RESPONSIBILITIES OF MERCHANT.

1. You shall not use the Mastercard or CI names, Mastercard Trademarks or CI Trademarks in any way that implies a guarantee, warranty or endorsement of any product or service by Mastercard or CI. In addition, you shall be solely responsible for Your marketing efforts and publication/announcements for Your use of the Clover Terminal Donate for Trees App and shall hold CI and Mastercard harmless from all costs; provided, however, except as otherwise provided for Pre-Approved Copy, nothing in this Agreement shall be construed as giving You the right to use the Mastercard Trademarks or CI Trademarks, in any marketing efforts and publication/announcements related to Your use of the Clover Terminal Donate for Trees App without first obtaining such prior written consent from such party.
2. You shall remit Consumer Donations during the Term to CI by the 15^th of the month following the end of each quarter, as follows:

Failure to pay Consumer Donations due to CI as required herein for two (2) quarters will result in termination of Your ability to use the Clover Terminal Donate for Trees App and may further subject You to penalties under applicable law.

Remittances are to be made via https://donorbox.org/ppcclover

1. You shall be responsible for complying with all applicable laws, rules and regulations with regard to your use of the Clover Terminal Donate for Trees App.

5. The term of this Agreement shall commence on the date on which You download the Clover Terminal Donate for Trees App and stay in effect for the duration of the Clover Terminal Donate for Trees App availability, unless terminated earlier. Failure to comply with the Merchant Responsibilities set forth herein (including timely remittance of Consumer Donations) will result in termination of this Agreement and revocation of permission to use the Clover Terminal Donate for Trees App in addition to all other available remedies at law.
6. CI will be provided with records of Consumer Donations to allow for reconciliation between Consumer Donations made and total amount received by CI from Merchant. Such records will be maintained by Zoomifi for a period of three (3) years following the end of the Term and CI will have full access to such records to verify Consumer Donations made and due hereunder.
7. RELATIONSHIP BETWEEN MERCHANT AND CI and/or Mastercard. The intent of this Agreement is to create a simple licensing arrangement and in no event to create any joint-venture or legal partnership between Merchant and CI and/or Merchant and Mastercard.  The Merchant is not paid or otherwise compensated to solicit funds for or on behalf of CI.  However, under the terms of this license, CI is granting to Merchant the right to seek donations to CI from members of the general public and to collect such donations as an agent of CI. Mastercard does not act as a professional fundraiser on behalf of CI and/or any charity in support of the Priceless Planet Coalition.
8. NO EXCLUSIVITY. This Agreement shall not be construed to limit Mastercard or CI from entering into other similar or non-similar promotions with other entities throughout the Term.
9. INDEMNITY. Merchant agrees that CI and Mastercard shall each be an additional Indemnified Party per the GENERAL App Terms of Service (End Users) and the limitation of liability and disclaimers in favor of Zoomifi and its affiliates contained in such terms of use shall also apply to, and protect, CI and Mastercard.
10. ASSIGNMENT. This Agreement may not be assigned by Merchant without first obtaining written consent from CI and Zoomifi. 
11. DONATE FOR TREES APP OWNER, OPERATOR AND HOST. The Donate for Trees App and the Services (as defined in the General Terms) are owned, operated and hosted by Zoomifi.