Gathr Films Fundraiser Agreement and Release
By clicking the button accepting the Terms set forth hereunder and submitted the associated web form, (“Fundraiser Request Form”) to Gathr Films®, LLC (“Gathr®”), the undersigned enters into this Agreement and Release (“Agreement”) with reference to the following facts:
A. Filmmaker or Movie Captains (“Filmmaker”) desire to utilize the Theatrical On Demand® platform (“TOD”) of Gathr® in marketing and exhibiting (“Screening”) his/ her film. As part of the Screening and use of TOD, Filmmaker desires to raise charitable funds (“Charitable Funds”) via TOD to promote a charitable initiative (the “Charitable Project”).
B. One of the functions of TOD is to receive Charitable Funds on behalf of the Charitable Project and disburse Charitable Funds via the "Gathr Foundation" as instructed by Filmmaker. (Gathr Foundation is a related entity of Gathr Films, L.L.C.) less a certain fee charged by Gathr Films, L.L.C. via TOD.
C. In support of the Charitable Project, Filmmaker has approved TOD and the Gathr Foundation to receive Charitable Funds earmarked for support of the Charitable Project and for the Gathr Foundation to disburse all amounts it may receive and deposit (less any administrative charges and expenses) to a 501c3 organization (designated by Filmmaker) in furtherance of the Charitable Project.
In consideration of the mutual promises and agreements in this Agreement, the undersigned agree as follows:
- Recitals. The above Recitals are incorporated herein and made a part of this Agreement.
- Term of Agreement. The Agreement to handle Charitable Funds for the Charitable Project is effective as of the date Filmmaker accepts the terms of this Agreement, and will continue unless and until terminated under section 6 below.
- Responsibility of the Gathr Foundation. Gathr Foundation will assist in receiving the Charitable Funds; it will collect the Charitable Funds; and will pay and disburse Charitable Funds.
- The Charitable Project. According to the terms of this Agreement, Gathr Foundation will receive Charitable Funds for the Charitable Project and make disbursements in furtherance of the Charitable Project. All gifts, grants, contributions, and other revenues received by and identified with the Charitable Project shall be used for the sole benefit of the Charitable Project’s mission.
A. Income. The parties agree that all Charitable Funds received will be reported as the income of Gathr Foundation, for both tax purposes and for purposes of financial statements.
B. Acknowledgment of Contributions. Gathr Foundation is responsible for providing donors with acknowledgment of charitable contributions received for the Charitable Project.
- Charitable Purposes. Filmmaker shall insure that all of the Charitable Funds received under the terms of this Agreement will be devoted to the purposes of the Charitable Project which shall be in furtherance of charitable purposes and no other purposes except for those.
A. Limitations on Lobbying; Prohibition on Political Activities and Private Inurement. Expenditures for any attempt to influence legislation within the meaning of Code § 501(c)(3) shall not be allowed by Filmmaker or any designated recipients of Filmmaker of Charitable Funds. Filmmaker will not use any portion of the assets to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office, to induce or encourage violations of law or public policy, to cause any private inurement or improper private benefit to occur, nor to take any other action inconsistent with Code § 501(c)(3). Further, Filmmaker shall insure that none of the recipients shall do the same and it shall be fully liable for any such activity and any damages that result therefrom.
- Termination. Either party may terminate this Agreement on 60 days' written notice to the other party, so long as another nonprofit corporation which is recognized as tax-exempt under Code § 501(c)(3), and is not classified as a private foundation under Code § 509(a) (a “Successor”), is willing and able to accept the Charitable Funds of the Charitable Project. If a Successor is found, Gathr Foundation will transfer the balance of Charitable Funds for the Charitable Project to the Successor at the end of the notice period or any extension thereof, subject to the approval of any third parties that may be required.
- Notice. Any notice, demand, delivery, or other communication under this Agreement will be in writing and will be deemed properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or send by facsimile or Email in the manner provided in this paragraph to the persons listed in the associated Fundraiser Request Form.
- Arbitration. Any controversy, claim, or dispute between the parties arising from or related to this Agreement that cannot be resolved through discussions between the parties must be submitted to mediation before a single mediator mutually agreed to by the parties. If the claim or dispute is not resolved through mediation, it will be submitted to legally binding arbitration before an arbitrator mutually agreed to by the parties. The arbitration will be governed by the rules of the American Arbitration Association. Binding arbitration under this provision is the sole and exclusive remedy for resolving any such dispute or claim, and no party has right to a trial in the civil courts or any right to appeal the arbitrator’s decision, except as may be permitted by the arbitration rules. Judgment upon the award rendered by the arbitrator may be entered in any court otherwise having jurisdiction thereof. The parties will evenly split the costs of the arbitration. Each mediator and arbitrator under this provision must be an attorney who has been licensed to practice law in the State of California or any other state for at least ten years. If the parties cannot agree upon a qualified mediator or arbitrator, each party will select a qualified person and those two will select a third qualified person to be the sole mediator or arbitrator. Notwithstanding the above, neither party is prevented from obtaining injunctive or other equitable relief from a court of competent jurisdiction pending the resolution of a dispute through mediation or arbitration.
- Attorney’s Fees: The prevailing party in any legal action to enforce this Agreement is entitled to recover its costs and reasonable attorney’s fees in addition to any other relief granted.
- Choice of Law. This Agreement is governed by and interpreted in accordance with the laws of the State of California applicable to agreements made and to be enforced entirely within such State. The sole situs of all mediation, all arbitration, and any other form of dispute resolution for any controversy or claim arising out of this Agreement is the County of Los Angeles in the State of California in the United States of America.
- Entire Agreement; Modification. This Agreement supersedes any prior oral or written understandings or communications between the parties and constitutes the entire agreement of the parties with respect to the subject matter hereof. All exhibits are a material part of this Agreement and are incorporated by reference. This Agreement may not be amended or modified, except in a writing signed by both parties hereto.
- Miscellaneous. Each provision of this Agreement will be separately enforceable, and the invalidity of one provision will not affect the validity or enforceability of any other provision. Time is of the essence of this Agreement and of each and every provision hereof. The failure of Sponsor to exercise any of its rights under this Agreement will not be deemed a waiver of such rights.
- Liabilities & Indemnification. Filmmaker is responsible for the ultimate use of all Charitable Funds disbursed in connection with the Charitable Project. Filmmaker shall indemnify, defend and hold harmless Gathr Foundation, Gathr Films, L.L.C., and its respective agents, representatives, employees, directors, managers, members, and officers from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees) resulting from the improper use of Charitable Funds received and/ or instructed to be disbursed by Filmmaker.
IN WITNESS WHEREOF, the parties have executed this Agreement and Release effective as of the Effective Submission Date of the Fundraiser Request Form.