Open Collective Europe

TERMS OF SERVICE

Effective Date                  _                                 (Date)

This Addendum to the Open Collective Terms of Service (the “Addendum”) is entered into as of the Effective Date by, on the one hand,

[natural person], residing at [official address and country], born on [●],

[legal entity] [●], a company incorporated and existing under [country] law, with registered office at [address], with company number [company number],

        acting in its own name and on behalf of [●] (the “Collective”),

and, on the other hand,

Open Collective Europe ASBL, a not-for-profit organization, incorporated and existing under the laws of Belgium, with registered office at Banierenstraat 22, 1150 Sint-Pieters-Woluwe, with company number 0680.493.996 (“Open Collective Europe” or the “Host”)

collectively referred to as the “Parties”.

Open Collective Europe will be the sponsor for the Collective using Open Collective. Any capitalized term used but not defined herein will have the meaning as set forth in the Open Collective Terms of Service, attached hereto as Annex 1, as well as the current version of which is available at: https://opencollective.com/tos (the “Terms”).  This Addendum is governed by and supplements the Terms.  The Addendum together with the Terms will be referred to as the “Agreement.”

The Parties hereto agree as follows:

1. Services. Open Collective Europe, agrees to (i) receive and hold donations contributed by Backers and Sponsors via the Platform, and in accord with the Terms, designated for use in support of the Collective (“Collective Funds”), (ii) all of the services and features associated therewith in accord with the Terms, including (iii) taking accounting measures to segregate Collective Funds from other funds, and maintain and use the Collective Funds solely for the benefit of the Collective and in accordance with the Terms, (iv), treat Request for Payment of Collective Funds in connection with expense reimbursement request submitted by Requestors in accordance with the Terms, (v) provide receipts, if applicable, to Backers and Sponsors of the Collective who make donations. The Parties acknowledge and agree that the Services are subject to modification and change, but that the Services will always be equivalent to those provided by Open Collective Europe to other Collectives.

Request for Payment of Collective Funds. The Collective can request a distribution from the Collective Funds at any time, and this substantially in the form as attached as Annex 2. Requests should be submitted through the online application system of Open Collective, and should specify the requested amount and a description and proof for the specific costs or project to be funded with the Collective Funds.

The Request for Payment of Collective Funds will be reviewed by the Board of Directors of Open Collective Europe to assure that the recommended use of the Collective Funds is consistent with, inter alia, tax laws and with the guidelines of Open Collective Europe and Collective purposes. Open Collective Europe will retain exclusive control as to the use of all contributions and Collective Funds. Once approved by the Board of Directors, the Collective will receive a confirmation, specifying the purpose for which the Collective Funds will be used. Upon receipt of the confirmation, Open Collective Europe shall proceed with the payment via wire transfer.

2. Fees. In consideration of the Services, Open Collective Europe will be entitled to fees equal to [percentage] of all Collective Funds received by the Collective (“Host Fee”), excluding fraudulent transactions and chargebacks. To the extent this Section conflicts with Section 9 (Fees) of the Terms, this Section 2 controls.
3. Membership. The Collective shall apply for, and accept membership of, Open Collective Europe in accordance with the articles of association of Open Collective Europe (the “Articles of Association”). Pursuant to article 11 of the Articles of Association, the Collective may be required to pay an annual membership fee.
4. Publication. The Parties agree that each Party may identify the other on its website and other marketing materials, describe market, and promote their relationship under this Agreement, and may make use of each other’s logo or other marks in conjunction with that use, so long as those uses are otherwise in compliance with this Agreement.
5. Term. The Term of this Agreement will begin on the Effective Date and continue until terminated in writing by either Party in accord with Section 6 of this Addendum (Termination) below.
6. Termination.  Either Party may terminate this Agreement upon sixty (60) days written notice to the other Party. Each Party may only amend this Addendum upon mutual written agreement.  Open Collective Europe reserves the right to permanently or temporarily suspend the receipt of any Services if the Collective breaches the Agreement until such time that the breach is cured to Open Collective Europe’s reasonable satisfaction. This Section 6 specifically overrides any contrary provisions in Sections 23 (Termination or Suspension) of the Terms. Notwithstanding anything to the contrary in Section 22 of the Terms (Changes to these Terms): (a) Open Collective Europe will provide email notice to the Collective of any material changes to the Addendum (“Material Change Notice”); and (b) to the extent any change in the Addendum materially reduces the Collective’s rights or ability to use the Services (“Service Reduction”) and the Collective’s desires to terminate this Addendum pursuant to this Section 6 as a result, (i) the Collective must notify Open Collective Europe of its belief that a Service Reduction occurred and its desire to terminate for convenience within 5 days of its receipt of the Material Change Notice, and (ii) if a Service Reduction has occurred, this Addendum will be terminated sixty (60) days following Open Collective Europe’s receipt of the Collective’s notice thereof and such material changes to the Addendum will not take effect with regard to this Addendum  during such sixty (60) day period.  If Open Collective Europe, acting reasonably and in good faith, disputes that a Service Reduction has occurred, it will notify the Collective by email and there will be no delay in the effective date of such material changes to the Addendum.
7. Intellectual Property. As specified in the Terms, Open Collective reserves all right, title and interest in and to the Platform, including all intellectual property and all intellectual property rights therein, whether in copyright, trademark, patent, trade secret, or otherwise (collectively, “Intellectual Property Rights”), all modifications or developments thereto created in connection with this Agreement, and any Member data collected by Open Collective via the Platform. Open Collective has granted Open Collective Europe a non-exclusive, royalty-free, paid-up, irrevocable, worldwide license in which it, inter alia, shares information with Open Collective Europe on all transactions regarding the Collective Funds, as well as the identity and contact information for each Member participating in the Collective (“Services Information”). Open Collective Europe will be solely responsible for protecting the Services Information in its possession or control and for its use and disclosure of Services Information, including for obtaining any necessary consents required under applicable law in connection therewith. Open Collective Europe is under no obligation to the Collective or any other third party to monitor, edit, or control the Services Information, this means that Open Collective Europe is not responsible for any Services Information and the Collective agrees not to make any claims against Open Collective Europe on account of the Services Information
8. Limitation of liability.(i) Indirect damages: To the maximum extent permitted by law, Open Collective Europe excludes any and all liability (whether in contract, warranty or tort or any other theory) to the Collective or any third person for any indirect, exemplary, incidental, special or consequential damages (including but not limited to any loss, inaccuracy or corruption of data or costs of procurement of substitute goods, services or technology, loss of profits, loss of business, reputational damages or opportunity loss) arising out of or relating to this Agreement, even if Open Collective Europe has been notified of the possibility of such damages.(ii) Direct damages. Without prejudice to the above, Open Collective Europe’s aggregate liability arising out of or in connection with this Agreement, whether in contract, warranty, tort or otherwise, shall not exceed the total Host Fees (excl. taxes) paid by the Collective to Open Collective Europe during the twelve (12) month period preceding the date of the act that gave rise to Open Collective Europe’s liability, whether or not Open Collective Europe has been advised of the possibility of such damages.
9. Independent Contractor. Each Party understands and agrees that it is acting as an independent contractor in the performance of this Agreement, and nothing herein will be deemed to create an employment relationship or an agency relationship between the parties. This Agreement will not be construed to form a partnership, limited partnership, general partnership, joint venture, agency, employer/employee, or like relationship of any kind. Neither Open Collective Europe nor the Collective will have any power to obligate or bind the other. Further, each Party will be solely responsible for the payment of all foreign, federal, state and local income taxes, social security taxes, foreign, Federal, state and local unemployment insurance and similar taxes, and all other assessments, taxes, contributions or sums payable with respect to it as a result of or in connection with its performance under this Agreement
10. Warranties.

1. Authority. The Parties and their agents signing below warrant that they have the authority to enter into this Agreement.
2. No Conflict. The Parties represent and warrant that neither their execution of this Agreement nor performance hereunder conflicts with any contractual commitment on the Party's part to any third-party or violates or interferes with any rights of any third-party.
3. Services. Open Collective Europe warrants that all work on all Services will be completed in a professional and workmanlike manner.

11. Incorporation of Terms. The Terms are incorporated herein and made a part hereof. In the event of a conflict between this Addendum and the Terms, the Terms will control unless this Addendum specifies a specific section of the Terms that it intends to override, or the Terms are silent as to the matter in question.  Except to the extent expressly amended by this Addendum, the Terms will continue in full force and effect.
12. Merger. This Agreement, including the Terms and the Addendum, constitutes the entire agreement between the Parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement.
13. Force Majeure: In the event that any Party is prevented from performing or is unable to perform any of its obligations under this Addendum due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, telecommunications, network, computer, server or Internet downtime, or any other cause beyond the reasonable control of the Party invoking this Section, and if such Party shall have used reasonable efforts to mitigate its effects, such Party shall give prompt written notice to the other Party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences (or such longer period as is required as reasonably demonstrated by the affected Party).
14. Notice. Any notice, demand or request required or permitted to be given under this Agreement must be in writing and given by personal delivery, by certified mail, return receipt requested, by nationally recognized express courier or by electronic means of communication addressed to the Party to be notified at such Party’s address set forth on the signature page to this Agreement, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Party’s books and records.
15. Modification and Waiver. This Addendum may only be modified by a writing signed by both of the Parties. Any waiver of compliance with the terms of this Addendum must be in writing, and waiver in one instance will not be deemed a waiver in any future instance.
16. Applicable law-jurisdiction. The laws of Belgium without regard to its conflict of laws provisions shall govern the Addendum. Parties shall first try to settle any disputes between them amicably and in good faith negotiations, within a thirty-day period. Any dispute with respect to the validity, interpretation or execution of this Agreement will be finally settled by the competent courts of Brussels. This Section 16 specifically overrides any contrary provisions in Sections 20 (Dispute Resolution; Binding Arbitration for U.S. Residents) and Section 21 (Governing Law and Venue) of the Terms.
17. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
18. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. This Agreement is not assignable, transferable, or sub-licensable by the Collective except with Open Collective Europe’s prior written consent. Open Collective Europe may transfer and assign any of its rights and obligations under this Addendum, without the Collective’s consent.
19. Counterparts. This Agreement may be executed in two or more counterparts, each one of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and electronic, digitally reproduced, and facsimile signatures will be effective as originals.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives on the day and year first above written.

Contact details of the Collective

Address         Street                                                         

                Country                                                        

                Phone                ++                                                 

                E-mail                                                        

Annex 1
Open Collective Terms of Service

Annex 2
Request for Payment of Collective Funds