Nōbl Charities Participation Agreement

Updated March 29, 2021

While we want to make the world a better place, we also want to abide and live by certain rules and guidelines. This section summarizes how we work with charities and organizations so we can help them receive more donations, meet their fundraising goals and raise awareness. It is intended to provide a general overview of how we give, it keeps our giving program fine-tuned, and provides transparency about who is eligible and how the program is to be used. Enjoy!

Let’s Start Here

Please read this agreement carefully. By creating a charity administration account on our website or otherwise participating in or seeking to participate in the Program, you agree to these conditions. Again, please read them carefully.

This Nob Participation Agreement (“Participation Agreement”) contains the terms and conditions that govern your participation in the Nōbl Charity program described in this Participation Agreement including Terms of Service and Guidelines referenced throughout this agreement (the “Program”). “We,” “us” “our(s),” or “website” refers to Nōbl, and/or any entity that owns or is affiliated with the NoblLife.com website, and “you” and “your” refers to the charitable organization participating or seeking to participate in the Program.

About The Program

The purpose of the Program is to permit Registered Organizations (as defined in the Eligible Organizations section) to raise awareness about their cause and to receive donations from Nōbl when customers make Qualifying Purchases (defined in the Qualifying Purchases section) through the website.

Program Policies

These Policies describe requirements and restrictions applicable to you as a Program participant.

By participating in the Program, you agree that you will comply with all pages, schedules, terms of service, policies, guidelines, and other documents and materials referenced in this Participation Agreement, including policies and guidelines posted on the website and including the Terms of Service and the Program Content Guidelines and the Register Your Organization page (collectively, “Operational Documentation”).

You can only promote or link to Nōbl on your own website, user-generated content published through a social media account or page, offline mailings, or email correspondence (your “Site”) and can only use our trademarks or logos or our affiliates’ trademarks or logos (“Nōbl Marks”), links to the website (“Links”), or other content we may make available to you (collectively, “Content”), in all cases in accordance with the Terms of Service and the Program Content Guidelines.

1. Advertising Nōbl, the Nōbl Brand (“Nōbl Marks”) and/or the Nōbl Website
   You may not promote or link to the website in a way that is misleading or confusing to customers or that does not accurately represent us or the Program (for example, by expressing or implying that we have entered into a partnership with you, that we sponsor or endorse you or any other cause or that we support your position on any issue).
   You will not bid on or purchase search terms, keywords, or other identifiers (including any trademark of ours or its affiliates or variation or misspelling thereof) or otherwise participate in keyword auctions on any search engine, portal, or other search or referral service, directly or indirectly, which may be deemed to damage our business or brand in any way.
2. Inappropriate Practices
   You will not cloak, hide, spoof, or otherwise obscure the URL of your website containing Links (including by use of a redirecting page) such that we cannot reasonably determine the website from which a customer clicks through such Link to or from the Nōbl website.
   You will not include on your Site, display, or otherwise use Links or Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
   You will not post or serve any Links or other content promoting our website within any pop-up or pop-under windows, transitional page ads, or layer ads around or in conjunction with the display of any site that is not your Site.
   Displaying a Link on your Site in accordance with the Participation Agreement is acceptable. You may promote your Program participation and Link through social media and email.
3. Interaction with Nōbl Customers
   Customers who buy products through the website are customers of the website or its affiliates with respect to all activities they undertake in connection with the website, and you acknowledge and agree that you are not entitled to receive any customer information.
   Orders for Products placed by customers on the website may be rejected for any reason and rejected orders will not be eligible for donations.
   You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with the website, you will state that those customers must follow contact directions on the website to address customer service issues.
   You will not modify, redirect, suppress, or substitute the operation of any button, link, or other feature of the website.
   You will not take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions are occurring.
   You will not request, collect, obtain, store, cache, or otherwise use any account information used by our customers in connection with the website (including any usernames or passwords of website customers).

Eligible Organizations

An “eligible organization” are charities and causes that we determine:

1. Do not engage in, support, encourage, or promote:
   1. intolerance, discrimination, or discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation, or age
   2. hate, terrorism, or violence
   3. money laundering
   4. other illegal, deceptive, or misleading activities
2. To be public charitable organizations and not private foundations
3. To be qualified under Section 501(c)(3) of the U.S. Internal Revenue Service Code
4. Are not supporting organizations, unless identified specifically as Type I, Type II, or functionally integrated Type III supporting organizations (as defined in the U.S. IRS Code)
5. Are in good standing in their state of incorporation and in the states and territories where they are authorized to do business
6. Are headquartered in the United States (the 50 States, the District of Columbia, American Samoa, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, Guam, and the U.S. Virgin Island)
7. Are otherwise not in violation of the terms of this Participation Agreement.

Communicating with Your Organization

You consent to us sending you notifications (if any), approvals (if any), and other communications relating to the Program and this Participation Agreement to the email address then-currently associated with your Program account.

You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

Public Communications & Identifying Yourself as a Program Participant

You acknowledge and agree that we may or may cause others to publicly disclose (including through a government filing, press release, interview, or any other public statement) the amount of donations provided to you (individually and/or collectively with other charitable organizations) in connection with the Program, provided that such communications shall not tie donation amounts to any individual customer.

Except as expressly permitted in the Operational Documentation, you will not issue any press release or make any other public communication concerning this Participation Agreement, your use of the Content, or your participation in the Program which may harm the business and/or reputation of Nōbl or the website.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

Responsibility for Your Site, Your Public Page on Nōbl, and Actions

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

Prices for our products are subject to change without notice.

We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the Service.

Products & Services

You will be solely responsible for your Public Page on Nōbl, your Site, your organization, and actions taken by you or on your behalf, including:

1. The development, operation, distribution, and maintenance of your Site
2. The management, submittal of information, and accuracy of your Public Page on Nōbl
3. Compliance with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you or your Site
4. The bank account and other information we receive in connection with the Program
5. Ensuring that any donation amounts that we make to you are used in accordance with applicable law and your stated mission
6. Creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your Site (including any information you include within or you associate with Links)
7. Using the Content and any materials posted on your Site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights)
8. Any misrepresentation of your relationship with a charitable organization, registration of a charitable organization that you are not authorized to act on behalf of, or any other failure to provide true and accurate information in your registration, including if such failure results in you not receiving the number of donations you would have otherwise received from the Program
9. Ensuring you are duly authorized to enter into and perform your obligations under this Participation Agreement (including granting the rights outlined in the Program Content Guidelines) and that you do not violate any term or condition of this Participation Agreement
10. Your or your employees’, contractors’, agents’, or volunteers’ acts, errors, omissions, negligence, or misconduct.

You will be solely responsible for your organization’s public profile page on Nōbl. During the application process, we use a dataset managed by Nōbl to populate the information that you would have to otherwise enter yourself.

Where information is not available in our database, it is your responsibility to enter, manage, and monitor this information.

We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the Service.

Accuracy of Billing and Account Information

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. If we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete, and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

We do not monitor and/or guarantee information from our database is accurate or current. To modify your organization’s information on your public page, including your social media profiles, organization’s website URL, logo, address, mission statement, bio, description, and any publicly available data, you may log into your account on the Nōbl website.

Please contact us to request an update to information that has change restrictions and/or your organization’s name.

We will have no liability for these matters, and you agree to defend, indemnify, and hold us, NoblLife.com (“Nōbl”), and its affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to these matters.

With respect to any emails, social media posts, mailings and other communications you send (or cause to be sent) in connection with the Program, you acknowledge that you are the originator and sender for all purposes (including under the CAN-SPAM Act of 2003 and all similar laws).

Qualifying Purchases

We will make donations to your organization resulting from Qualifying Purchases in accordance with the Donations and Disbursements section as set forth in the Program Description page. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer places an order for a Product from his or her shopping cart on NoblLife.com, (b) at such time, that customer has selected your Eligible Organization to benefit from purchases the customer makes on NoblLife.com; and (c) the Product is shipped to or streamed or downloaded by, and paid for by, the customer.

A “Product” is any item sold on the Nōbl website, which is identified and eligible under the program.

Qualifying Purchases exclude, and you will not be eligible for disbursements in connection with any of, the following:

1. Any Product purchased after termination of this Participation Agreement or purchased in connection with a violation of this Participation Agreement
2. Any Product order that is canceled or returned, or disputed

Donations and Disbursements

Donations from us to Registered Organizations are based on Qualifying Purchases shipped, streamed, or downloaded (as applicable) in each calendar quarter, and not subsequently returned or disputed.

Donations are calculated in accordance with the Operational Documentation, as it may be modified from time to time. Donations for each calendar quarter will be made approximately 45 days following the end of that quarter. To account for Product returns that are made after the end of a calendar quarter, we reserve the right in our sole discretion to withhold a portion of your quarterly donations for disbursement during the next donation cycle, subject to any reduction due to returns or cancellations from prior quarters.

If we determine that we have made an overpayment in donations to you as a result of returns not offset by donations held back to account for returns, or if we determine that you received donations to which you were not entitled as a result of your actions or omissions (for example, if you provided incomplete or false registration information or otherwise violated this Participation Agreement), we reserve the right, in our sole discretion, to (a) deduct the amount of the overpayment from any donation amount that is due to you in subsequent donation cycles, and/or (b) notify you and request reimbursement for any amounts incorrectly paid to you, in which case you hereby agree to reimburse us for such overpayments promptly and in any event within 30 days of such request.

You acknowledge and agree that we are under no obligation to provide you with a report of Qualifying Purchases or donations attributed or earned.

If we determine that you are no longer an Eligible Organization or that you or anyone acting on your behalf has violated any term or condition set forth in this Participation Agreement (including failure to qualify as a Registered Organization), we reserve the right to disburse any donation that would have been made to you instead to one or more other Registered Organizations or substitute such donation with a product and quantity chosen by us, as set forth in the Operational Documentation.

When making donations to Registered Organizations, we will directly deposit donations to you into a U.S. bank account you designate. We reserve the right to accrue and withhold donations for any Registered Organization until the total donation for that organization is at least $50.00, at which point the accrued and withheld total donations will be paid in full during the next quarterly donation cycle. However, we will not withhold donations that remain under the $50.00 level for a Registered Organization for longer than four consecutive quarters.

In your account settings, you must promptly provide us with accurate and complete bank account information, including the bank account type, the 9-digit routing number/ABA number, the account number, and the name of the primary account holder as it appears on the account, in addition to a voided check or bank statement (as set forth in the Program application).

If you do not provide this information, the information is not valid (for example, the account has been closed or changed), or a donation is otherwise rejected by your bank, then we reserve the right to suspend or revoke your registration for the program, so that you will cease to be a Registered Organization, you will not receive donations, and donations that you would have received will be treated as donations directed to the Betterment Cause, where soap will be dispersed in place of the monetary amount, to a cause we choose. You will only be eligible to receive donations again after you provide valid account information, and you qualify as a Registered Organization.

If an Eligible Organization that is not a Registered Organization accrues donations in a given calendar quarter, we will accrue and withhold such donations until the donation cycle following the end of the calendar quarter in which it becomes a Registered Organization. However, if such an Eligible Organization does not promptly become a Registered Organization, then we reserve the right after each calendar quarter in which an Eligible Organization accrues withheld amounts (after expiration of a reasonable period as we determine in our discretion, not to exceed 3 years after such quarter), to reallocate and disburse such accrued and withheld funds as soap to organizations we deem to be in need of such items.

We may be obligated by law to obtain tax information from you. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your donations until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

Limitation of Liability

None of Nōbl, or their affiliates and licensors will be liable for indirect, incidental, special, consequential, or exemplary damages (including any loss of revenue, profits, goodwill, use, or data) arising in connection with this participation agreement, or the service offerings (defined below), even if we have been advised of the possibility of those damages. further, the aggregate liability for us, Nōbl, and their affiliates and licensors arising in connection with this participation agreement, the program, Nōbl, and the service offerings will not exceed $200.

Term and Termination

The term of this Participation Agreement will begin upon acceptance of this Participation Agreement and will end when terminated by either you or us. Either you or we may terminate this Participation Agreement at any time, with or without cause, by giving the other party written notice of termination, which for your termination notice will require a written request to be removed from the program, delivered using this email (help(Replace this parenthesis with the @ sign)NoblLife.com) with the subject of the email titled “Remove from program – organizations name”, and for the termination notice Nōbl, will require either making a notice available for your review on the Program Site or transmitting email to the email address then-currently associated with your Program account.

We also reserve the right, in our sole discretion, to cancel or otherwise terminate the Program at any time. Upon any termination of this Participation Agreement and/or the Program, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Registration, Responsibility for your Site and Actions, Public Communications; Identifying Yourself as a Nōbl Participant, Term and Termination, Relationship of Parties, Limitation of Liability, Disclaimers, Disputes, and Miscellaneous and under the Program Content Guidelines will survive the termination of this Participation Agreement.

No rights or obligations with respect to accrued but unpaid donation obligations will survive any termination of this Participation Agreement, and instead amounts otherwise allocable to you will be allocated and directed to the Betterment Cause, where soap will be dispersed in place of the monetary amount, to a cause we choose. In accordance with the Donations and Disbursements Section. No termination of this Participation Agreement will otherwise relieve either party for any liability for any breach of, or liability accruing under, this Participation Agreement prior to termination.

Public Communications; Identifying Yourself as a Nōbl Participant

You acknowledge and agree that we may or may cause others to publicly disclose (including through a government filing, press release, interview, or any other public statement) the amount of donations provided to you (individually and/or collectively with other charitable organizations) in connection with the Program, provided that such communications shall not tie donation amounts to any individual customer. Except as expressly permitted in the Operational Documentation, you will not issue any press release or make any other public communication with respect to this Participation Agreement, your use of the Content, or your participation in the Program which may harm the business and/or reputation of Nōbl or the website.

Relationship of Participation Agreement Parties

You and we are independent contractors, and nothing in this Participation Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your Site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Participation Agreement, you will be deemed to have taken the action yourself.

Modification

We reserve the right to modify any of the terms and conditions contained in this Participation Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the Nōbl site or by sending notice of such modification to you by email to the email address then-currently associated with your Nōbl account (any such change will be effective on the date specified in such notice but will in no event be less than two business days after the date of the notice).

Your continued participation in the Program following the effective date of such notice will constitute your acceptance of the modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS PARTICIPATION AGREEMENT IN ACCORDANCE WITH THE TERM AND TERMINATION SECTION. Your continued participation in the Program following the effective date of any modification (for example, the date of our posting of a change notice, revised participation agreement, or revised operational documentation on the Program site or the effective date specified in any email to you regarding such modification) will constitute your binding acceptance of the change.

Disputes

Any dispute relating in any way to the Program, or this Participation Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of Florida, without regard to principles of conflict of laws, will govern this Participation Agreement and any dispute of any sort that might arise between you and us.

There is no judge or jury in arbitration, and court review of an arbitration award is limited, however, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Participation Agreement as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, Corporation Service Company, 777 South Flagler Drive Suite 800, West Tower West Palm Beach, FL 33401. The arbitration will be conducted by the American Arbitration Association (“AAA“) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes.

The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

Notwithstanding anything to the contrary in this Participation Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights.

You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

Disclaimers

The Program, Nōbl, the organization site, any products and services offered on or through Nōbl or organization site, any content, the NoblLife.com domain name, the Nōbl shopping web app, trademarks and logos of ours, and all technology, software, functions, materials, data, images, text, and other information and content provided or used by or on behalf of us in connection with the Program (collectively the “service offerings“) are provided “as is” and “as available.” We do not make any representation or warranty of any kind, whether express, implied, statutory, or otherwise with respect to the service offerings. Except to the extent prohibited by applicable law, we disclaim all warranties with respect to the service offerings, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and quiet enjoyment, and any warranties arising out of any course of dealing, performance, or trade usage.

We may discontinue any service offering, or may change the nature, features, functions, scope, or operation of any service offering, at any time and from time to time. We do not warrant that the service offerings will continue to be provided, will function as described, consistently or in any particular manner, or will be uninterrupted, accurate, error free, or free of harmful components. We will not be responsible for (a) any errors, inaccuracies, or service interruptions, including power outages or system failures; or (b) any unauthorized access to or alteration of, or deletion, destruction, damage, or loss of, your site or any data, images, text, or other information or content.

No advice or information obtained by you from us or from any other person or entity or through the service offerings will create any warranty not expressly stated in this participation agreement. further, we will not be responsible for any compensation, reimbursement, or damages arising in connection with (1) any loss of prospective profits or revenue, anticipated sales, goodwill, or other benefits, (2) any investments, expenditures, or commitments by you in connection with this participation agreement or your participation in the program, or (3) any termination or suspension of this participation agreement or your participation in the program.

Miscellaneous

By accepting this Participation Agreement, you hereby consent to us sending your organization emails from time to time relating to the Program. You may not assign this Participation Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Participation Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

Our failure to enforce your strict performance of any provision of this Participation Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Participation Agreement. We may from time to time in our sole discretion make donations that exceed or supplement those strictly required under this Participation Agreement, but in no event will such actions create any right to receive excessive or supplemental donations at any later time or under similar circumstances.

In the event of any conflict between this Participation Agreement and the Operational Documentation, the Participation Agreement will control over the Operational Documentation.

Nōbl, its affiliates and licensors are expressly intended third party beneficiaries of this Participation Agreement, but except as stated in this sentence of the Participation Agreement no other person or entity other than you and us will have any right or interest arising out of this Participation Agreement.

This Participation Agreement incorporates, and you agree to comply with, the most up-to-date version of all Operational Documentation, including any updates of the Operational Documentation from time to time. Whenever used in this Participation Agreement, the terms “include(s),” “including,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Participation Agreement, may be made, taken, or given in our sole discretion.

All non-public information provided by us in connection with this Participation Agreement or the Program is considered confidential information, and you will maintain the same in strict confidence and not disclose the same to any third party (other than your affiliates) or use the same for any purpose other than your performance under this Participation Agreement, which restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.

This Participation Agreement (including the Operational Documentation) is the entire agreement between you and us regarding the Program and supersedes all prior agreements and discussions.

If you have any questions about this Participation Agreement, please contact the Participation Agreement team by writing to Nōbl, Attention Participation Agreement Team: 1323 SE 17th Street Fort Lauderdale, Florida 33316 or by email using help(Replace this parenthesis with the @ sign)NoblLife.com with “participation agreement” as the subject.

Although Nōbl will in most circumstances be able to receive your communications, Nōbl does not guarantee that it will receive such communications timely and accurately and shall not be legally obligated to read, act on, or respond to any such email or other information. Be aware that your email communications to Nōbl may not be secure, nor treated as confidential.

Thank you for being Nōbl!