This Independent Contract Agreement for Services (the “Agreement”) is made and entered into as of the date hereof by and between your organization as entered into this form (the “Client”) and Exit Row Solutions, Inc. doing business as Pinwheel.us and SeniorGradNight.com, a California corporation (“the Contractor”).

1. Recitals.  This Agreement is made on the basis of the following agreed facts:   

a. The Contractor provides individuals and organizations with a variety of online products and services via the website www.pinwheel.us and www.seniorgradnight.com (“the Website”) utilizing proprietary software (“the Software”).

b. Contractor agrees to make available to Client its services and utilization of its Website on the terms and conditions hereinafter set forth.

c. Contractor agrees to comply with all applicable local, state and federal laws related to its operations including governing online privacy.

d. Client is organizing an event or multiple events (the “Event”) that requires the Services of the Contractor.

2. Contractor’s Services.  Contractor agrees to provide to Client the following services (collectively the “Services”): 

a. Online event registration

b. Online event management

c. Online participant management 

d. Online fundraising

e. Online volunteer management

3. Client’s Responsibilities and Obligations.   Client agrees to the following responsibilities and obligations:

a. Client and each of its officers, directors, employees, volunteers and agents agree to comply with all applicable local, state and federal laws related to its operations including governing online privacy.

b. Client agrees to provide Contractor with all information required to perform the Services related to its Event.

c. Client shall not have the right to speak for or represent Contractor or utilize its name or any trade name or trademark owned by Contractor without Contractor’s prior written consent which it may withhold in its sole discretion.

d. Client grants to Contractor a limited, non-transferable license to use, display, reproduce, distribute, modify and transmit in digital or printed form all Client provided information relating to your organization, including your organization’s name, service marks and logo, in connection with the execution of this Agreement.

4. Ownership of Intellectual Property.   Contractor and Client agree that Contractor shall retain all right, title, interest in Contractor’s Software, trademarks, service marks, logos and worldwide trade names, all other information and items made or created by Contractor (“Intellectual Property”). Any adaptions of Contractor’s Intellectual Property are not permitted without prior written consent from Contractor. Any goodwill accruing from the use of the Intellectual Property shall inure solely to the benefit of Contractor.

5. Proprietary Items.    As used herein, "Proprietary Items" means, collectively, the software and documentation, the object code and the source code for Contractor's software, the visual expressions, screen formats, report formats and other design features of the software, all ideas, methods, algorithms, formulae and concepts used in developing and/or incorporated into the software or documentation, all future modifications, revisions, updates, refinements, improvements and enhancements of the software or documentation, all derivative works based upon any f the foregoing, and all copies of the foregoing.

6. Proprietary Restrictions.    Client shall not do or attempt to do any of the following:

a) use any Proprietary Item for any purpose, or in any manner not specifically authorized by this Agreement; or

b) create or recreate the source code for the software, or re-engineer, reverse engineer, decompile or disassemble the software; or

c) modify, adapt, translate or create derivative works based upon the software or documentation, or combine or merge any part of the software or documentation into any other software or documentation; or

d) refer to or otherwise use any Proprietary Item as part of any effort to develop a program having any functional attributes, visual expressions or other features similar to those of the software to compete with the other party; or

e) sell, market, license, sub-license, distribute or otherwise grant to any person, including any outsourcer, vendor, consultant or partner, any right to use any Proprietary Item.

7. Security.   Contractor will collect appropriate information for participants, volunteers, sponsors and vendors to fulfill the Services of this Agreement. Contractor will store this information electronically on a secure remote server. This information is available to Client for retrieval electronically via the Website and may be downloaded after providing appropriate login credentials. Contractor is not responsible for the security of the downloaded information retrieved by Client via the Website.

8. Transaction Fees for Paid Registrations/Donations.   Each online registration/donation will pay the Client’s event registration fees, additional store item purchases, and/or donations plus a Credit Card Transaction Fee equal to 2.9% of the total charge plus $.30 Merchant Services Fee (with client-specific merchant services account, otherwise the Credit Card Transaction Fee is equal to 3.5% of the total charge plus $.31 Merchant Services Fee) plus Pinwheel Processing Fee of $1.25 per participant/donation (specific calculation examples can be provided to show fee calculations for passed on fees, absorbed fees or split fees, as these calculations vary to ensure desired results). Credit Card Transaction and Pinwheel Processing Fees are subject to change at any time following the delivery of a 30-day notice provided by Contractor to Client. All fees collected, less the Credit Card Transaction Fee and Pinwheel Processing Fee, belong to the Client. All refunds performed in the system are responsibility of the Client. Refunds will be subtracted from the Client’s collected fees. Credit card chargebacks will be subtracted from the Client’s collected fees. If there is not a balance of collected fees to subtract refunds and/or credit card chargebacks, then an ACH withdrawal will be placed on the Client's bank account to cover these charges. If event registration is $0, Pinwheel will assess a $150 annual fee for the use of the platform.

9. Disbursement of Collected Funds.   Disbursement of collected funds will be done directly by the merchant services provider, Stripe, into the Client's bank account. Client agrees to maintain an independent merchant services account directly with Stripe for all credit card and ACH (eCheck) transaction processing.

10. Disclaimer of Warranty and Limitation of Liability.   Contractor expressly disclaims any warranty that the use of its Intellectual Property or the Services will be uninterrupted or error free or that the specifications will meet your requirements. The Intellectual Property and Services are provided to you on an “As Is” basis without warranties of any kind, either express or implied, including without limitation warranties of merchantability, or lost profit damages. Contractor’s total liability under this Agreement is limited to the amount of Service Fees collected for the Client’s Event.

11. Representations and Warranties.   Contractor and Client represents and warrants that each party has the necessary and full right, power, authority and capability to enter into this Agreement and to perform its obligations hereunder. Each party further warrants that it owns or controls the rights granted or licensed to the other party herein; that the execution and performance of its obligations under this Agreement will not violate any known rights of any third party, any contractual commitments or any applicable federal, state and local law or regulation; and that to its knowledge the marks, logos and intellectual property licensed to the other party herein do not violate the proprietary rights of a third party.

   
12. Term.   The term of this Agreement shall be for one (1) year from the Client’s Event date. If more than one Event is listed on the Website, then the term will be from the date of the most current Event. The Agreement will renew from year to year until either party provides written notice to terminate this Agreement.

13.  Indemnification.   Contractor and Client shall indemnify and hold harmless the other party, its directors, officers, employees, affiliates and agents, against any claim, demand, or cause of action, debt or proceedings and all related damages, losses, liabilities, cost and expenses (including reasonable attorneys’ fees), to the extent that: a) it is based upon the indemnitor’s breach of a representation, warranty or obligation hereunder; b) it arises out of the indemnitor’s negligence or willful misconduct; or (c) it is based upon the indemnitor’s violation of any applicable federal, state or local law or regulation. Client shall indemnify and hold harmless Contractor against any claim or cause of action to the extent that it is based on injury or misappropriation at the Client’s Event.

14. Miscellaneous Provisions.     

a. Notices.  Any notices provided hereunder must be in writing and shall be deemed effective on the earlier of personal delivery or the third day after mailing by first class mail to the recipient at the contact information indicated in this agreement:

Pinwheel.us

56 Hanover Lane Suite 100

Chico, CA 95973

Phone: (530) 230-2225

Fax: (530) 230-2221

b. Severability.    If any term, provision, or part of this Agreement is found by a court to be invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other terms, provisions, and parts of this Agreement shall nevertheless remain in full force and effect as long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. On such determination that any term, provision, or part of this Agreement is invalid, illegal, or incapable of being enforced, this Agreement shall be deemed to be modified so as to affect the parties' original intent as closely as possible to the end that the transactions contemplated by this Agreement and the terms and provisions of this Agreement are fulfilled to the greatest extent possible.

c. Entire Agreement.    This document constitutes the final, complete, and exclusive embodiment of the entire agreement and understanding between the parties related to the subject matter of this Agreement and supersedes and preempts any prior or contemporaneous understandings, agreements, or representations by or between the parties, written or oral.

d. Successors and Assigns.  This Agreement is intended to bind and inure to the benefit of and be enforceable by Contractor and Client, and their respective successors and assigns, except as otherwise herein provided.

e. Attorney Fees and Governing Law.  If any legal proceeding is necessary to enforce or interpret the terms of this Agreement or to recover damages for breach of this Agreement, the prevailing party shall be entitled to reasonable attorney fees, as well as costs and disbursements, in addition to any other relief to which the prevailing party may be entitled. This Agreement shall be construed and enforced in accordance with the laws of the State of California, excluding choice of law.

Pinwheel Privacy Policy

Last modified: 1/18/2022

Exit Row Solutions, Inc. Privacy Policy

Exit Row Solutions, Inc. (dba Pinwheel) collects the e-mail addresses of those who communicate with us via email, aggregate information on what pages consumers access or visit, and information volunteered by the consumer (such as survey information and/or site registrations).

The information we collect is used to improve the content of our web pages and the quality of our service, and is not shared with or sold to other organizations for commercial purposes, except to provide products or services you've requested, when we have your permission, or under the following circumstances:

• It is necessary to share information in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of the Pinwheel Terms of Service, or as otherwise required by law.
• We transfer information about you if Pinwheel is acquired by or merged with another company. In this event, Pinwheel will provide notice before information about you is transferred and becomes subject to a different privacy policy.

Information Gathering and Storage

• When you register through Pinwheel we ask for information such as your name, company name, email address, billing address, credit card information.
• Pinwheel uses collected information for the following general purposes: products and services provision, billing, identification and authentication, services improvement, contact, and research.

Cookies

• A cookie is a small amount of data, which often includes an anonymous unique identifier that is sent to your browser from a web site's computers and stored on your computer's hard drive.
• Cookies are required to use the Pinwheel service.
• We use cookies to record current session information. If you create an account within Pinwheel you may be required to log-in to your Pinwheel session after a certain period of time has elapsed to protect you against others accidentally accessing your information.

Data Storage

Pinwheel uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run Pinwheel.

Disclosure

Pinwheel may disclose personally identifiable information under special circumstances, such as to comply with subpoenas or when your actions violate the Terms of Service.

Changes

Pinwheel may periodically update this policy. We will notify you about significant changes in the way we treat personal information by sending a notice to the primary email address specified in your registration information.

Consumer Data Policy

Last modified: 12/30/2019

Exit Row Solutions, Inc. Consumer Data Policy

The California Consumer Privacy Act (“CCPA”) provides consumers with specific rights regarding their Personal Information. You have the right to request that businesses subject to the CCPA disclose certain information to you about their collection and use of your Personal Information over the past 12 months. In addition, you have the right to ask such businesses to delete Personal Information collected from you, subject to certain exceptions. If the business sells Personal Information, you have a right to opt-out of that sale. Finally, a business cannot discriminate against you for exercising a CCPA right.

When offering services to its Customers, Pinwheel acts as a “service provider” under the CCPA and our receipt and collection of any consumer Personal Information is completed on behalf of our Customers in order for us to provide the Service. Please direct any requests for access or deletion of your Personal Information under the CCPA to our Data Privacy Office at contact@pinwheel.us.

Consistent with California law, if you choose to exercise your applicable CCPA rights, we won’t charge you different prices or provide you a different quality of services. If we ever offer a financial incentive or product enhancement that is contingent upon you providing your Personal Information, we will not do so unless the benefits to you are reasonably related to the value of the Personal Information that you provide to us.

CCPA Specific Terms

1. The definitions of: “controller” includes “Business”; "processor" includes “Service Provider”; “data subject” includes “Consumer”; “personal data” includes “Personal Information”; in each case as defined under CCPA.
2. Pinwheel Services means the suite of services available for Pinwheel Customers to use, including without limitation, registration management, fundraising management, volunteer management, email marketing management, attendance app, and other related digital communications, analytics and tools made available through the Pinwheel platform, as may be further described on the Pinwheel website.
3. Permitted Purposes shall include processing Customer Data only for the purposes described in this data privacy agreement and in accordance with Customer’s documented lawful instructions as set forth in this data privacy agreement, as necessary to comply with applicable law, as otherwise agreed in writing, or as otherwise may be permitted for “service providers” under the CCPA.
4. All Pinwheel’s obligations regarding data subject requests apply to Consumer’s rights under the CCPA.
5. Notwithstanding any use restriction contained elsewhere in Pinwheel’s Terms of Use and Privacy Policy, Pinwheel shall process Customer Data only to perform the Pinwheel Services, for the Permitted Purposes and/or in accordance with Customer’s documented lawful instructions, except where otherwise required by applicable law.
6. Pinwheel may de-identify or aggregate Customer Data as part of performing the Service specified in the Agreement.
7. Where Sub-processors process the personal data of Customer contacts, Pinwheel takes steps to ensure that such Sub-processors are Service Providers under the CCPA with whom Pinwheel has entered into a written contract that includes terms substantially similar to this data privacy agreement or are otherwise exempt from the CCPA’s definition of “sale”. Pinwheel conducts appropriate due diligence on its Sub-processors.

We have appointed a Data Privacy Officer, who may be contacted via the following email: contact@pinwheel.us.

Questions

Any questions about this Privacy Policy should be addressed to contact@pinwheel.us or by mail at: Pinwheel, 56 Hanover Lane, Suite 100, Chico CA 95973 USA.