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Membership Agreement

Ribbon Wear Company

THIS TERMS CONSTITUTES AN AGREEMENT BETWEEN YOU AND RIBBON, INC., ("RIBBON WEAR CO."). USE OF THE RIBBON WEAR COMPANY DONATION SERVICE, AS DEFINED BELOW, CONSTITUTES ASSENT TO THE TERMS OF THIS AGREEMENT AS SUCH TERMS MAY BE AMENDED FROM TIME TO TIME. YOUR FAILURE TO ADHERE TO THE TERMS AND OBLIGATIONS INCLUDED HEREIN shall constitute a breach of this Agreement, which may result in termination of Your account and, at Ribbon's sole discretion, the deletion of all content related thereto.

If you would like to participate in our donation program, your organization will need to apply for membership and adhere to this terms as defined by the following agreement herein.

The terms "us", "we", "our", "ribbon wear company" or "Ribbon", refers to Ribbon Incorporated. The terms "you", "your" or "organization" refers to the nonprofit organization participating in the donation program.

The application process agreement and membership, herein, is to receive donations and or contributions on behalf of Ribbon Incorporated to you.

When approved, your organization will be a recipient in our donation Program. The Ribbon Wear Company will list your organization as one of our approved choices for donations.

Ribbon, Inc., is the owner and operator of the website located at http://www.ribbonwearcompany.com, and any linked pages or applications and is the provider of the services which are available to You though the Ribbon Wear Site, including the Ribbon Ticker.

1. ELEGIBILITY CRITERIA AND REPRESENTATIONS

You hereby represent that the following are all true:

a) You are a 501(c) 3 nonprofit organization. b) You have been in operation for a minimum period of three (3) years. c) You are lawfully able to participate in the Ribbon Donation Program. This program is limited to parties that can lawfully enter into and form contracts under applicable laws with Ribbon Incorporated. d) You have the authority to release for display each and every item of content (whether images, links, documents, or files -- .content.) which You have released to the ribbon wear company site, including the right to display all copyrights, trademarks, trade names and similar intellectual property interests reflected therein or thereon. Your sharing of content constitutes permission to further promote your organization. You understand that the Ribbon Wear Company Donation Service may involve the transmission of content over various networks and changes to content to conform and adapt to technical requirements of connecting networks, devices or display media. e) Your enrollment will include a completed registration form.

You understand we reserve our right to reject your registration if we deem your organization to be unsuitable for membership with the Focal Element donation program.

In the event you have been refused membership, you are welcomed to re-apply for membership after 6 months, should you feel the reason of our rejection has changed. You should also note that if we accept your application and provide you with membership; however, at a latter date determine your organization is unsuitable for membership, we may terminate this Agreement with no further notice.

2. LINKS

Ribbon Incorporated donates proceeds to the non-profit organization selected by our customers. We rely on generating internet traffic on your behalf; therefore, we need your exposure to improve donations to you.

The ribbon wear company web site may contain links to other websites. We are not responsible for the content, accuracy or opinions expressed in such websites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by us. Additionally, inclusion of any linked website on the ribbon wear company website does not imply responsibility for the content, accuracy or opinions expressed in such websites.

After acceptance for membership, Ribbon Incorporated will provide you a non-exclusive, revocable and royalty free use of one or more links to the Ribbon Wear Company web site that may be placed on your website.

a) Prohibited Sites. You may not (and will not allow any third party to) post or link to any site, material or content which:

i) is libelous, defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually explicit, threatening, invasive of a person's privacy or otherwise violative of any law (each a "Prohibited Posting"), or

ii) constitutes an infringement, misappropriation or violation of the intellectual property, publicity or other proprietary rights of any person or entity (each, an "Infringing Posting");

3. LICENCE GRANT

The Ribbon Wear Company site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. We reserve all of our rights for graphic images, texts and any other intellectual property of Ribbon Incorporated. Trade names and trademarks, and all other intellectual property rights remain the exclusive property of Ribbon Incorporated and may not be used without out our specific written permission.

4. PARTNERSHIPS

The Ribbon Wear site may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Ribbon Wear Company Site is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser.s or sponsor.s materials.

Ribbon Wear Company may have several retail partners, associated or affiliated for its apparel line. Ribbon Wear Company purchases from whole-sellers and through its website will process product orders placed by customers. While Ribbon Wear Company will be responsible for order processing and fulfillment through the ribbon wear site, credit card processing and transactions are managed through a partner retailer. The partner retailer will prepare order forms and process payments. Ribbon Wear Company, will in turn, process cancellations, returns, and handle customer service issues.

Ribbon Wear Company will partner with select non-profit organization.s and pledges to donate an amount as identified on the ribbon wear site. The percentage Ribbon Wear pledges to donate is subject to change without notice; however, 100% of the listed percentage will be distributed to the participating nonprofit organization.s in the form of a donation. Distribution will be by check on an annual basis, following the end of the fiscal year.

5. TERM AND TERMINATION

Unless terminated by Ribbon, Inc., this Agreement will go into effect upon our acceptance of your registration with Ribbon Wear Company. You may terminate this Agreement at any time by notifying us via e-mail at donations@ribbonwearcompany.com

Termination may be done by either party, at any time, with or without cause.

6. CHANGES

We reserve our right to make modifications with any of the terms and conditions contained in this Agreement, at any time and without prior notice. Modifications may include changes in the percentage pledged, partnerships, eligibility requirements processing procedures etc.

You will be provided with a change notice. You have the right to accept or decline these changes at any time. If a change is unacceptable to you, your may terminate this Agreement. Continued participation will constitute binding acceptance of the change

7. RELATIONSHIP AMONG PARTIES

Ribbon Inc., and your organization are independent contractors. This agreement will not create any type of partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. As a result, your organization has no authorization to make or accept any offers or representations on our behalf. You agree to not make any statement, whether in public, on your site or otherwise, that would contradict anything in this section without a mutually accepted and written agreement.

8. LIMITATION OF LIABILITY

You agree to indemnify and hold Ribbon, Inc. (Ribbon Wear Company) harmless (including costs and attorneys' fees) from any claim or demand due to or arising out of Your association with our donation service, the violation of this Agreement by You, or the infringement by You. Your obligations under the foregoing indemnity may not be offset against any other claim You may have against Ribbon, Inc. (Ribbon Wear Company)

RIBBON, INC. AND ITS AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA ARISING IN CONNECTION WITH THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, RIBBON WEAR COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO RIBBON WEAR COMPANY FOR OUR SERVICES.

9. DISCLAIMER

RIBBON, INC., RIBBON WEAR COMPANY AND THE RIBBON WEAR WEB SITE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATION WITH ITS DONATION PROGRAM OR ANY PRODUCT OR SERVICE OR APPLICATION SOLD THROUGH THE RIBBON WEAR SITE. RIBBON, INC., AND ITS LICENSORS AND AFFILIATES MAKE DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, WARRANTIES OF FITNESS, PERFORMANCE, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO DEALINGS, TRADE USAGE OF, SOFTWARE, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE RIBBON WEAR SITE OR ASSOCIATION WITH THE DONATION SERVICES. FURTHER RIBBON, INC., DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE SITE.

10. ACKNOWLEDGMENT

You acknowledge that you have read this agreement and agree to all its terms and conditions.

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