User Agreement

KOPERNIK USER AGREEMENTREVISED 3 OCTOBER 2013
Kopernik Solutions (“Kopernik”) requires that all visitors ("you") to its site, kopernik.info (the "Site"), agree to all of the terms and conditions of this User Agreement ("UA"). By accessing and using the Site, you indicate your acknowledgement and acceptance of this UA. As used in this UA, "we," "our," or"us" means Kopernik, and "you" and "your" means any user of the Site, in each case unless otherwise indicated or the context otherwise requires.

The Site provides you with access to an online collection of information, materials and services related to Kopernik and its work, including products information, reports, blogs, reviews, pictures, photographs, audio and video, graphics, logos, marks and images (collectively, and from time to time, "Content"), as well as software used in accessing the Site, displaying the Content, and utilizing the functionality offered through the Site ("Software"), all of which are subject to this UA. Unless stated otherwise, any new Content and Software added to the Site and all revisions, modifications, and enhancements to the Site, the Content or the Software will be covered by this UA effective upon the date of each such addition.

Kopernik has applied for and received 501(c)(3) tax exempt status under the United States Internal Revenue Code from the Internal Revenue Services of the United States of America (the “IRS”). Such tax exempt status is recognized back to the date of any donations that you have made prior to the date that the application was made and approved. Thus, Kopernik can treat itself as exempt from federal income tax under section 501(c)(3)and your contributions will be tax deductible against certain federal income taxation in the United States of America. However, for potential donors based in other jurisdictions, please be advised that Kopernik does not currently have tax exempt status under the laws of any other jurisdiction. We would advise that all Donors take appropriate professional advice in respect of the tax status of their donations. Kopernik may apply for tax exempt status in other jurisdictions in the future. The tax exempt status of Kopernik with the IRS may also vary from time to time. Please refer back to this UA from time to time regarding our tax exempt status.

Kopernik is an evolving organization and we are constantly looking to update and improve our Site. Where any feature or function of the Site is qualified with the words "when such function become operational", or similar wording, this means that the relevant feature or function may not be fully operational on the Site as of the specified date of this UA. However, when such feature or function does become operational at any time or in any form on the Site, the relevant provisions of this UA shall become immediately applicable.

BY USING THE SITE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO ACCESSING, VISITING, BROWSING, SCRAPING OR CRAWLING THE WEBSITE, YOU AGREE TO BE BOUND BY THIS USER AGREEMENT.

IN THE EVENT THAT THERE ARE MULTIPLE LANGUAGE VERSIONS OF THIS AGREEMENT, THE ENGLISH VERSION SHOULD GOVERN.

1. ELIGIBILITY
Use of the Site is void where prohibited. By using the Site, you represent and warrant that (1) you are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under all applicable law, (2) all information you submit is truthful and accurate; and (3) your use of the Site does not violate any applicable law or regulation. Your use of the Site may be terminated without warning if we believe you are in violation of any of these conditions.

2. Binding Agreement
By using the Site, you agree to be bound by this UA, whether you are a visitor, technology producer, local partner or Donor. The use of the Site (including, without limitation, photographs, images or videos), by you, or anyone else authorized by you, is prohibited except as allowed by this UA. There are specific terms of use applicable to donors, technology producers and local partners, which are described below.

We are committed to protecting the privacy of any personal information you may provide to us when you use the Site. Please see our Privacy Policy below for details. This UA includes and incorporates by reference Kopernik's Privacy Policy. By accepting the terms of this UA, you agree to abide by the terms of this Privacy Policy.

3. Kopernik Role's
Kopernik provides a platform for technology producers and local partners to negotiate and complete transactions. Kopernik is not the agent of any technology producer or any local partner and has no authority to act for either for any purpose. As a technology producer, local partner or Donor, you use the Site at your own risk.

4. Our Proprietary Materials
We welcome you to our Site and we invite you to use it within the limitations of the following rules:

• You may use the Site, Content and Software solely as and for the purposes stated on the Site and as described in this UA.
• You may make one copy of relevant Content for your non-commercial use only, provided you do not delete or change any copyright, trademark, or other proprietary notices. Beyond that, no text, logo, graphic, sound, image, video, photograph or Software published on or underlying the Site may be copied, modified, published or otherwise distributed or used without the prior express written permission of Kopernik.
• Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, hyperlink to, promote, frame, download cache, store for subsequent use, create derivative works from, transfer, or sell any information or Content displayed on or obtained from the Site, in any manner, without your receipt of the prior written authorization of Kopernik.
• You may not resell, decompile, reverse engineer, disassemble, or otherwise convert the Software underlying the Site to a human perceivable form.
• You may not engage in spidering, “screen scraping,” “database scraping,” harvesting of content, e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on the Site, or obtaining lists of users or other information from or through the Site, including, without limitation, any information residing on any server or database connected to the Site. Notwithstanding anything to the contrary, Kopernik grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of creating publicly available search indices of the materials, but not caches or archives of such materials. Otherwise, any copying, aggregation, display, distribution, performance or derivative use of any Content posted on the Site whether done directly or through intermediaries (including but not limited to by means of spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds) is strictly prohibited.

The information on the Site, the design and layout of the Site, the Content and Software contain elements protected by trade dress, trademark copyright, patent or other laws, and may not be copied or imitated in whole or in part, except as specifically stated on the Site or in this UA. All Content, Software and materials on and underlying the Site are licensed or otherwise used by Kopernik with permission. Except where noted otherwise, all rights to these materials are reserved by Kopernik or their respective owners. Individuals appearing on the Site do so with permission; names and photographs of individuals may not be copied, downloaded or otherwise used.

All Site Content and functionality, and all Software underlying the Site, may be changed or updated by us from time to time, without notice. Although Kopernik cannot monitor the conduct of users of the Site, it is a violation of this UA to use the Site or any information obtained from the Site in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit or sell to any person featured on the Site. Any unauthorized use of the Site, the Content or Software may violate copyright laws, the laws of privacy and publicity, and applicable regulations and statutes.

5. Kopernik’s Reservation of Rights
Kopernik retains the absolute right to determine the Content, appearance, design, functionality and all other aspects of the Site and the services offered via the Site (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the services and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to exclude a Donor, technology producer or local partner from donating or submitting any or all technology products or projects in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions.

6. Technology Product Display/Colors
The Kopernik site attempts to display technology product images shown on the Site as accurately as possible. However, we cannot guarantee that the color you see matches the technology product color, as the display of the color depends, in part, upon the monitor you are using.

7. Errors on Our Site
Prices and availability of technology products are subject to change without notice. Errors will be corrected where discovered, and Kopernik reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions including after a project proposal has been submitted.

8. Disclaimers
We make reasonable efforts to provide a Site that is safe and accurate, but can make no warranties. Kopernik retains the right to restrict use of the Site, in any manner it deems appropriate.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SITE, THE CONTENT AND SOFTWARE IS AT YOUR SOLE RISK. ALL CONTENT AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. KOPERNIK EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT UNDER ANY APPLICABLE LAWS. KOPERNIK MAKES NO WARRANTY OR REPRESENTATIONS OF ANY KIND (i) ABOUT THE ACCURACY, INTEGRITY OR COMPLETENESS OF THE SITE OR THE TECHNOLOGY PRODUCTS OR PROJECTS OFFERED ON THE SITE; (ii) THAT THE CONTENT AND SOFTWARE ARE ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE; (iii) THAT THE CONTENT, PROJECTS OR TECHNOLOGY PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY THEIR RESPECTIVE PRODUCERS, AVAILABLE FOR SALE OR READY FOR IMPLEMENTATION AT THE TIME OF DISPLAY ON THE SITE, LAWFUL TO SELL OR IMPLEMENT, OR THAT THE TECHNOLOGY PRODUCERS OR LOCAL PARTNERS WILL PERFORM AS PROMISED; (iv) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT, SOFTWARE, TECHNOLOGY PRODUCTS OR SERVICES OFFERED ON THE SITE WILL BE RELIABLE; (v) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; and (vi) ABOUT ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF KOPERNIK. FURTHER, KOPERNIK MAKES NO REPRESENTATION THAT CONTENT, TECHNOLOGY PRODUCTS OR SERVICES PROVIDED ON THE SITE IS APPLICABLE TO, OR APPROPRIATE FOR USE IN, LOCATIONS OUTSIDE OF THE UNITED STATES. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, KOPERNIK DISCLAIMS ANY AND ALL SUCH WARRANTIES.

9. Limitation of Liability
IN NO EVENT SHALL KOPERNIK, ITS EMPLOYEES, AGENTS, AFFILIATES, ASSOCIATES, DIRECTORS, OFFICERS, REPRESENTATIVES, SUB-CONTRACTORS, ADVISORS AND VOLUNTEERS OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SITE (COLLECTIVELY "KOPERNIK AND ITS AFFILIATES") BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR INCONNECTION WITH THE SITE, THE PROJECTS, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE KOPERNIK AND ITS AFFILIATES AND TO PARTICIPATE IN ANY CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE SITE.

10. General Release
BECAUSE KOPERNIK IS NOT INVOLVED IN ANY DECISION MAKING PROCESS BY LOCAL PARTNERS IN TERMS OF WHICH TECHNOLOGY PRODUCTS ARE TO BE INCLUDED IN THEIR PROJECTS, IF A DISPUTE ARISES BETWEEN A LOCAL PARTNER AND ANY TECHNOLOGY PRODUCER, EACH OF THE RELEVANT LOCAL PARTNERS AND TECHNOLOGY PRODUCERS AGREES TO RELEASE KOPERNIK AND ITS AFFILIATES FROM ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, DIRECT AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

11. Third Party Website
The Site may provide links to other websites (any such website a "Linked Site") as a convenience to you. Such Linked Sites are not maintained by Kopernik, thus Kopernik is not responsible for the content, technology products, services or policies or activities of those Linked Site. The inclusion of any link to such Linked Site does not imply endorsement by Kopernik of the Linked Site.

12. Third Party Website Seeking to Hyperlink to the Site
We welcome appropriate hyperlinks to our Site. By publishing a hyperlink to our Site on your website, you warrant that the content of your website is appropriate and consistent with the stated purposes of the Site and Kopernik. If this is not the case, please do not link to any Site. Kopernik reserves the right to rescind the right to link to its Site at its sole discretion.

Use of any Kopernik service mark or other intellectual property or content provided by Kopernik for a hyperlink to a Site is permitted and licensed by Kopernik solely for the purposes described on the Site, and you shall not otherwise copy, modify, publish, use or distribute such trademarks, service marks or other intellectual property or content. Upon request by Kopernik, you shall immediately remove any hyperlink to the Site, and discontinue use of any service marks or other intellectual property or content provided by Kopernik.

13. Making Donations or Submitting Technology Product Listings through Kopernik
Kopernik is a non-profit marketplace that brings Donors together with technology producers in order to provide communities in developing countries with the technologies they wish to utilize. Each donation made through Kopernik goes directly to fund the program for which it was given, except for a nominal 10% fee (the "Nominal Fee"), calculated on the amount of each donation, which Kopernik charges to help Kopernik conduct due diligence, aggregate local organizations and technologies and continue to improve the Kopernik Site platform, and applicable credit card or Paypal transaction fees to be deducted from the contribution. The Nominal Fee will be automatically deducted from each donation. With regards to applicable credit card or Paypal transaction fees, these typically range between 3 and 4% of the transaction amount but may vary from time to time and depending on the transaction and will be subtracted by PayPal or the credit card processing company from the amount of each donation.

For illustration, total costs for each project (“Project Costs”) includes the 10% Nominal Fee charged by Kopernik. In order to simplify this process, Kopernik will transfer 90% of the Project Costs to the appropriate vendor related to the service outlined in the project budget.

Amounts shown on the Kopernik Site in currencies other than USD are for display purposes only. All amounts are converted to USD at the exchange rate provided by the European Central Bank at the time of transaction.

Other than in the event of our manifest error, Kopernik is unable to, and will in no circumstances, make any refund or other form of reimbursement in respect of any donation made by any Donor, any payment made to Kopernik by any technology producer, or any other payment made to Kopernik. We would encourage you to carefully consider the content of the Site before confirming any payment to Kopernik.

14. Special Provisions Relating to Donors
Thank you for your interest in funding a project through Kopernik and/or contributing to Kopernik's operational costs. By completing the process of registering as a user of the Site and/or clicking the ‘Complete Checkout’ or ‘Redeem Gift Certificate’ button during the process for making donations, you agree that the following additional terms of the UA apply to you as a user who signs up for a User Account and/or makes a donation by way of the Site (each of such users a "Donor"). In the event that you are the recipient of a Gift Certificate, all references to “Donor” shall apply to you as well.

14a. Donor Representations
By applying to become a Donor, you represent and promise that:

1. You are at least 18 years old and are otherwise capable of forming legally binding contracts under all applicable law;
2. All information you provide to KOPERNIK is accurate, and you will update the information to keep it accurate; and
3. Any donation you make is legal in any jurisdiction applicable to you.

14b. Donor Responsibilities
You will be responsible for the use of, and maintenance of the confidentiality of, your username and password. You will choose your username and password when you register, unless you make a donation or sign up for recurring donations (Kopernik’s monthly Tipping Point campaign) when you have not previously registered for the Site with the email you use and you are not logged in, in which case a username and password will be generated for you and emailed to the email address you provide when making the donation or signing up for recurring donations. You may access your Donor User Account and other Donor-restricted portions of the Site by logging on to the Site with your username or email address and password. You may not and you agree that you shall not share your username and password with anyone else. You agree not to use the account, username, or password of another Donor at any time or to disclose your password to anyone else. You agree to exit from your account at the end of each session and to immediately notify Kopernik of any unauthorized use of your password or account. Note that because we allow Facebook connect on the site, you may be logged in automatically if you are already logged into Facebook.You are solely responsible for any and all use of your account and for any actions that take place using your account. All suggestions and comments you provide become the intellectual property of Kopernik.

In addition to the rights of Kopernik described elsewhere in this UA, you agree that descriptions of the proposed activity, the photographs and videos of beneficiaries and other materials that Kopernik may send you regarding each project you fund are solely for your personal, non-commercial use and may not be distributed, displayed or copied in any way. Recognizing the critical importance of these restrictions in protecting the rights and privacy of the participants, you agree that any breach by you of any of these restrictions may cause Kopernik and others to suffer irreparable loss, damage and harm in an amount not easily ascertained, and therefore agree that Kopernik may immediately seek an injunction against you to stop your distribution, display, or copying of any such materials, without posting a bond and proving the inadequacy of monetary damages, and you waive any objection to the scope or venue of such an action. Further, you will reimburse Kopernik for any costs and fees incurred in connection with the enforcement of the foregoing rights including reasonable legal costs.

14c. Services Performed by Kopernik on behalf of Donors

(i) Project Proposals
We review, verify and calculate the cost of each local partner’s project proposal before we post it on the Site for Donors to view. Our efforts include, but are not limited to, screening the proposed project for compliance with the Kopernik project proposal guidelines, restricting local partners to addresses that have been provided by themselves and verified where possible as correct locations for the relevant organizations, confirming the applicability of requested technology products, and determining a cost for the project. Whenever practical, we purchase the applicable technology products ourselves using donated funds and arrange for such technology products to be delivered directly to the local partners.

From time to time the specific features of a proposal might change after Kopernik receives your donation. In the unusual case that this happens, Kopernik will review the modified proposal. If our review determines that the modified proposal is, in our reasonable discretion, sufficiently similar to the local partner‘s original proposal, we will use the funds that you donated to fund the modified proposal. If we, in our reasonable discretion, determine that the modified proposal is not sufficiently similar to the original proposal, we will seek your consent to apply the funds that you donated towards the revised proposal. As soon as practicable following completion of a project, feedback from the local partner as to the implementation of the project and its effect on the community will be added to the relevant project page.

(ii) Repayment of Funds
You understand that for most projects submitted for funding after March 2012 Kopernik provides the technology to the local partner on a consignment basis and therefore requires the Local Partner to repay within a time period specific to the project, monies collected from the sales of the technology less previously approved distribution and awareness raising costs. Kopernik will then apply 100% of these repaid funds to new projects which may be a follow up project with the same local partner or another project at Kopernik's discretion. Kopernik will notify you with an email update in event your donation has been repaid pursuant to this paragraph and the funds redirected to another project.

(iii) Gift Certificates
Kopernik offers a way to donate to a Kopernik project as a gift to another individual or entity (each a "Recipient") by way of a gift certificate.

By accessing the "Gift Certificate" area of the Site, a Donor may elect to donate a specified one-off amount as a gift to a Recipient, following which such Recipient may access the Site and select the project towards which the donation will be applied. The payment method will be as set out above in respect of one-off donations. Kopernik will send an email to the Recipient inviting the Recipient to access the Site and select a project in respect of which the gift will be applied. If a designated Recipient fails to select a project within six months of the gift certificate being sent, the relevant donation may be applied towards Kopernik's Tipping Point project (the project closest to being fully funded) at such time or another project at Kopernik's discretion.

Gift Certificate has no monetary value and does not constitute currency or property of any type. Gift Certificate may be redeemed for donation to Kopernik projects only. The Gift Certificate cannot be sold or transferred, and cannot be exchanged for cash or for any other goods and services, except for donation to Kopernik projects. The Gift Certificate is non-refundable. You are not entitled to a refund for any unused portion of the Gift Certificate.

The Gift Certificate is void where prohibited under local laws. The Gift Certificate may only be held by legal residents of countries where access to and use of the Gift Certificate is permitted. Kopernik reserves the right to refuse your request(s) to purchase and/or acquire the Gift Certificate, and Kopernik reserves the right to limit or block any request to purchase and/or acquire the Gift Certificate for any reason.

14d. Disclaimers
If a project that you have donated towards (whether as a one-off donation, a monthly recurring donation or as a gift) does not proceed to implementation, does not reach its funding target or is removed from the Site for whatever reason, we will email you, or, in the case of a gift where the Donor has specified that the Recipient should choose the project, the Recipient, and let you (or the Recipient, as applicable) decide how your donation should be used. In such a scenario, either:

1. You (or the Recipient, as applicable) choose another project that inspires you; or
2. The relevant donation will be applied towards Kopernik's Tipping Point project or a project at Kopernik’s discretion at such time.

If we don't hear from you (or the Recipient, as applicable) within 30 days of the relevant notification, the relevant donation will be applied towards the project closest to being funded at such time or another project at Kopernik's discretion.

If a project that you have donated towards in excess of that requested, and therefore unable to accept your donation, in whole or in part, we will email you, or, in the case of a gift where the Donor has specified that the Recipient should choose the project, the Recipient, and let you (or the Recipient, as applicable) decide how your donation should be used. In such a scenario, either:

You (or the Recipient, as applicable) choose another project that inspires you; or

We choose a project that's in urgent need of funding on your behalf.

If we don't hear from you within 30 days of notifying you that the project you supported has received donations in excess of that requested, we'll choose a project on your behalf

In rare instances, a local partner may fail to submit their feedback progress report for the project they have had funded by Kopernik. In this instance, all Donors will be notified by Kopernik and the organization will be excluded from future use of the Site.

15. Special Provisions for Local Partners
Thank you for your interest in submitting a proposal for a Kopernik project. By submitting a project proposal to Kopernik, and checking the box in the project proposal form indicating you have read and agreed to this Agreement, you agree that the following additional terms of the UA apply to you as a user who signs up as a local partner.

15a. Local Partner Representations
By submitting a proposal, you represent and promise that:

1. The organization you represent is a legal entity, registered in the respective country, duly organized, validly existing, in good standing and operate under its jurisdiction;
2. You have all requisite right, power and authority to enter into this UA;
3. The activity you propose is legal; all information you provide to Kopernik is accurate, and you will promptly update the information to keep it accurate;
4. Any project proposals you submit are solely for your organization and ultimately for the beneficiaries you serve; and
5. You have full rights to any ideas, descriptions and materials you submit to Kopernik, and that you (and not Kopernik) are solely responsible for such submission, including its legality and appropriateness, and that all such materials are your original creations and use by Kopernik will not infringe on any rights of any third party.
6. You waive any immunity from suit, execution or other legal process that you may have in relation to any proceedings taken in any jurisdiction applicable to you.

15b. Local Partner Responsibilities
When such functionality becomes operational, upon completing the process of registering as a local partner, you will be given a username and password, you will be responsible for the use and maintenance of the confidentiality of your username and password for access to local partner-restricted portions of the Site when these functions become available, and shall not share your username and password with anyone else. You agree not to use the account, username, or password of another user at any time or to disclose your password to anyone else. You agree to only have one account; please note that multiple accounts are prohibited. You agree to exit from your account at the end of each session and to immediately notify Kopernik of any unauthorized use of your password or account. You are solely responsible for any and all use of your account and for any actions that take place using your account.

From time to time, Kopernik or a third party on Kopernik's behalf may send you emails regarding important information about your use of the Site. Even if the electronic communication system that sends such emails to your account contains an "opt-out" feature, you acknowledge and agree that it is your responsibility to be aware of the information contained in these emails.

15c. Rights You Grant to Kopernik
While you retain ownership in the works you create such as the project proposal submissions, as to all information or materials created by you and communicated or submitted to Kopernik through the Site and all materials which you send to Kopernik after the completion of the project, you hereby grant to Kopernik a perpetual, irrevocable, worldwide, non-exclusive, fully paid and fully sublicensable license to use the submission and project materials, and portions thereof, in furtherance of Kopernik's purposes and activities and to promote Kopernik and its programs, in any medium, and Kopernik may copy, perform, publish, display, distribute, adapt, re-modify, reformat and create derivative works and make other uses of the submission and project materials (in whole or in part) and license others to do the same, for Kopernik purposes, whether or not your project proposal is funded.

15d. Your Responsibilities Should Your Project Proposal Be Funded
If your project proposal is approved by Kopernik (in Kopernik's sole discretion), posted on the Site and funded, you agree to use any technology products or funds received solely as stated in the applicable project proposal and in a manner directed by Kopernik.

You will make best efforts to promptly (1) take photos and videos of the beneficiaries of the project funded by Kopernik Donors, (2) provide a written summary of the progress and impact of the project to be included on the project page and (3) provide feedback to any comments or queries submitted to you by Kopernik in respect of such summary.

You will use Kopernik's funds and technology products only for the project Kopernik has approved, and agree to follow all other instructions as provided or directed by Kopernik regarding the funded activity. You agree that, in the event that you are provided with donations by Kopernik and responsible for contracting directly with the technology producer for delivery of technology products, you will use best endeavours, and all appropriate legal recourse, and follow any instructions from Kopernik, to ensure that the relevant technology products are delivered to you promptly and are of satisfactory quality and fit for purpose in accordance with the applicable project proposal and descriptions of the project and the technology products as set out on the Site.

For project proposals submitted after March 2012 Kopernik provides technology to the Local Partner on a consignment basis and requires the Local Partner to repay, within a specified time period, monies collected from the distribution of the technology less previously approved distribution and awareness raising costs. Kopernik will then apply 100% of these repaid funds to new projects which may be a follow-up project with the same local partner or another project at Kopernik's discretion. You understand that as a Local Partner, should you fail to repay within the specific time period, you will be excluded from further use of the Site.

You understand that the promptness and thoroughness with which you repay funds, submit the photographs, videos, progress reports and other materials as set out above and as requested by Kopernik from time to time will affect the rating of your organization and how much technology you will be allowed to request in the future.

15e. Disclaimers
Kopernik will not be required to treat any submission or project materials as confidential. Kopernik reserves absolute discretion as to whether any project proposal will be accepted and listed on the Site. Furthermore, Kopernik reserves the absolute right to remove any proposal from the Site and to withhold funds or technology products from any local partner at Kopernik's sole discretion.

Kopernik makes no representation to any local partner that any proposal will be funded or such local partner will receive any funds or technology products.

16. Special Provisions for Technology Producers
Thank you for your interest in submitting technology products for inclusion in a Kopernik project. By submitting a registration form to Kopernik, and checking the box in the registration form indicating you have read and agreed to this Agreement, you agree that the following additional terms of the UA apply to you as a user of the Site who signs up as a technology producer (including, for the avoidance of doubt, any International Technology Producer (as defined below)).

Subject to the provisions of this UA, as a technology producer, you may submit for listing any technology product on the Site unless it is a prohibited item as defined in the procedures and guidelines posted on the Site, or otherwise prohibited by law. Kopernik reserves the absolute right to remove any item or link or post or related material that breaches any of these conditions in Kopernik's sole discretion. It is the responsibility of the technology producer to accurately describe the technology product and Kopernik takes no responsibility for any inaccuracies.

16a. Technology Producer Representations
By submitting your technology products for inclusion in a Kopernik project, you represent and promise that:

1. The organization you represent is a legal entity, registered in the relevant country, duly organized, validly existing, in good standing and authorized to operate under its jurisdiction;
2. You have all requisite right, power and authority to enter into this UA;
3. Any technology product listings you submit are solely for your organization and ultimately for the beneficiaries you serve; and
4. You are permitted to sell the technology product(s) listed by you, both within your own country and the country of the local partner obtaining, distributing and using your product. You confirm that applicable export and import laws permit the delivery of the relevant technology product to each customer or potential customer;
5. You will use best efforts to confirm that your technology product meets local consumer protection, technology product compliance and environmental regulations;
6. All information you provide to Kopernik is accurate, and you will promptly update any such information to keep it accurate;
7. You will not list any item or link or post any related material that, (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity, confidentiality or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent.
8. You waive any immunity from suit, execution or other legal process that you may have in relation to any proceedings taken in any jurisdiction applicable to you.

You also undertake to us that you will stop and/or cancel orders of your technology products if we ask you to do so (provided that if you have transferred your technology products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund to us (in accordance with this UA) any amount that has been charged for an order that we stop or cancel.

16b. Technology Producers Responsibilities
When such function becomes available, upon completing the process of registering as a technology producer, you will be given a username and password. You will be responsible for the use and maintenance of the confidentiality of your username and password for access to technology producer-restricted portions of the Site when such functions become available, and shall not share your username and password with anyone else. You agree not to use the account, username, or password of another user at any time or to disclose your password to anyone else. You agree to only have one account; please note that multiple accounts are prohibited. You agree to exit from your account at the end of each session and to immediately notify Kopernik of any unauthorized use of your password or account. You are solely responsible for any and all use of your account and for any actions that take place using your account.

In addition to the rights of Kopernik described elsewhere in this UA, you agree that descriptions of the proposed activity, the photographs and videos of project activities, and other materials that Kopernik may send you are solely for your personal, non-commercial use and may not be distributed, displayed or copied in any way without the prior express written permission of Kopernik.

From time to time, Kopernik or a third party on Kopernik's behalf may send you emails regarding important information about your use of the Site. Even if the electronic communication system that sends such emails to your account contains an "opt-out" feature, you acknowledge and agree that it is your responsibility to be aware of the information contained in these emails.

As a Technology Producer, you also agree to the following additional responsibilities:

1.Customer Expectations. You will provide the customer with accurate information about the country from which you are shipping your technology product, including accurately stating the 'shipping from' country in your technology producer registration form. You will manage customer expectations by stating the actual shipping times from your country. You will be responsible to meet the customer's shipping expectations for all orders you receive.

2. Obligation to Sell; Unit Price Quote per Project. By entering into this UA and submitting technology products and providing Kopernik with specific unit price quote per project (which can differ from project to project, the “Unit Price Quote”), you are obligated to sell the technology products with listed product specifications and specific Unit Price Quote for that project to Kopernik or to the relevant local partners (as applicable) and to complete the transaction as described in this UA. Unless otherwise agreed with us, if you wish to change the Unit Price Quote of any technology products for a specific project you must notify us in writing. No change to the Unit Price Quote of your technology products will be effective until we post the change on the Site and we reserve the right to refuse to make such change. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable. You will submit your technology product listings in English and with prices in US dollars

3. Delivery to the Customer. You have a reliable way to get the applicable technology product to the customer within the time limits specified in your listing on the Site and in accordance with the reasonable expectations of the customer. You will use best efforts not to expose the customer to customs delays and additional duties and taxes on your technology products. It is your responsibility to take care of such matters when you ship any technology product, so as to ensure that the customer receives exactly what the customer ordered within the estimated delivery date that is specified in your offer on the Site.

4. Customer Service. You are prepared to quickly respond to customer contacts in English. Customers expect prompt, helpful service when they have questions or concerns about your technology products. You should have customer service specialists that understand your technology products, that know where the customer's technology product is and when it will be delivered, and that will be able to respond quickly (but in any case within 72 hours) to customer e-mail contacts in English. NOTE: If you provide phone support, you are required to do so in English.

5. Customer charges. Your technology product listing will include all applicable charges and taxes (including VAT, customs duty, excise taxes, etc. as applicable). You will provide VAT invoices to the customer upon the customer's request, if applicable.

6. Returns and Refunds. For all of your technology products you will contract with Kopernik or the local partner, as applicable, on standard commercial terms, provide us with your customer return and refund policies for display on the Site and accept and process returns, refunds and adjustments relating to your technology products in accordance with this UA and the posted policies at the time of the applicable order. If you notify us of any changes to these policies, we will use commercially reasonable efforts to post the changes. No change will be effective as to your technology products until we post the change on the Site and we reserve the right to refuse to make such change. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to Kopernik in connection with the purchases, and will route all such payments to Kopernik. We may offset such payments against any amounts to be remitted or paid by Kopernik to you under this Agreement or seek reimbursement from you at our absolute discretion. You will provide refunds and adjustments (that you are obligated to provide under applicable return and refund policies or as required by applicable law) promptly, but in no case later than thirty (30) days following the close of the transaction. You will not waive or opt out of any warranties or representations implied by any law applicable to you including but not limited to those relating to quality of goods and fitness for purpose.

7. Taxes. You agree that it is the technology producer‘s responsibility to determine whether Seller Taxes apply to the transactions and to collect, report, and remit the correct Seller Taxes to the appropriate tax authority. You also agree that Kopernik is not obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction. "Seller Taxes" means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of technology products by you on or through the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.

8. Fees. You understand that total costs for each project (“Project Costs”) includes not only the cost of your product and shipping fees, but also, a 10% Nominal Fee charged by Kopernik to cover administration and operational expenses, payment processing fees, wire transfer fees, and other fees as listed in the Budget section of the project (the “Other Fees”). In order to simplify this process, Kopernik will transfer the Project Costs minus the Other Fees to you as technology producer or, where applicable, to the local partner for payment to you.

9. Technology product feedback, impact assessment, testing and verification. You agree that we may submit your technology product for independent testing and verification to our technology partners (such as, but not limited to the Comprehensive Initiative on Technology Evaluation (CITE) program of the Massachusetts Institute of Technology (MIT)) and may share the results via our website. Kopernik also collects user feedback, conducts internal as well as external impact assessments of our technology projects and publishes this information on our website and other communications. You agree that we may publish such information.

16e. Rights You Grant to Kopernik
By entering into this UA and submitting technology products for listing, you grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and sublicenseable license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to Kopernik; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any technology product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks; provided further, however, that nothing in this UA will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to Kopernik, and that the use of such materials by Kopernik will not infringe upon or violate the rights of any third party.

16f. Disclaimers
Kopernik will not be required to treat any submissions as confidential. Kopernik makes no representation to any technology producer that any technology product will be purchased or that such technology producer will receive any funds, even in the event that a proposal in relation to a technology product submitted by such technology producer has been accepted and listed on the Site and donations are received in respect of such proposal.

Kopernik reserves absolute discretion as to whether any technology products will be accepted and listed on the Site. Furthermore, Kopernik reserves the absolute right to remove any technology product from the Site at Kopernik's sole discretion.

17. Disputes
Because Kopernik is not the agent of any technology producer or any local partner for any purpose, Kopernik will not act as any technology producer or local partner’s agent in connection with resolving any disputes between participants related to or arising in connection with any transaction. Kopernik urges technology producers and local partners to cooperate with each other to resolve such disputes but reserves all of its own rights in relation to any dispute.

18. Termination
You may terminate this UA by terminating your account (if you have one), by destroying all materials obtained from the Site, and stopping all use of the Site; however Kopernik reserves all rights and remedies in respect of your use of the Site prior to such termination. Kopernik may terminate this UA immediately at will for any reason, in its sole judgment, without warning or prior notice.

In the event of any termination of this UA, the disclaimers, limitations of liabilities and indemnities set forth in this UA will survive such termination.

19. No Agency; Third-Party Beneficiary
Kopernik is not the agent, fiduciary, trustee, or other representative of you. Nothing expressed or mentioned in or implied from this UA is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this UA. This UA and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Kopernik, you as a Donor, technology producer or local partner.

20. Resolution of Disputes
This UA is governed by the laws of the State of New York, USA and controlling United States federal law without regard to its choice of law or conflicts of law provisions or the Convention on Contracts for the International Sale of Goods. You agree to be bound by the laws of the State of New York and the provisions of this clause 20 notwithstanding the jurisdiction in which you are located. Any controversy or claim arising out of or relating use of the Site shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association to be heard and adjudicated by one arbitrator chosen from a panel of arbitrators knowledgeable in internet law and commercial contract disputes. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, New York, and claims regarding the judgment of the arbitrator (including entry of judgment on the arbitration award) may be brought and shall be subject to the exclusive jurisdiction of the State and federal courts located in New York, New York, and you waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, Kopernik may, at its sole discretion, seek injunctive action in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief). The prevailing party in any legal proceeding brought by one party against the other party in a dispute shall be entitled to recover its legal expenses, including, but not limited to, the costs of any court or arbitration proceeding and reasonable attorneys’ fees.

21. Indemnification
You will defend, indemnify and hold harmless Kopernik and its Affiliates from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this UA; (b) for technology producers, your own website or other sales channels (if any), the technology products you sell, the advertisement, offer, sale or return of any technology products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any technology products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes; (c) your use of the Site in breach or violation of any term of this UA; (d) your violation of any law or regulation; or (e) any content you provide to Kopernik. For the purposes hereof, "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

22. Contact Kopernik
If you have any questions about the Site or this UA, you may contact us via e-mail at: comms@kopernik.info We are always glad to receive your questions and comments.

23. Entire Agreement
This UA, including the terms specifically applicable to Donors, technology producers and local partners, any provisions specifically incorporated into this UA and other policies and notices Kopernik may post on the Site, constitute the entire agreement between Kopernik and you in connection with your use of the Site, hyperlinks to the Site and the Content and Software displayed on the Site, and supersedes any prior agreements between Kopernik and you regarding such matters, including prior versions of this UA. Kopernik may update this UA from time to time by posting revised versions of this UA on the Site, without notice to you except that the effective date at the top of this UA will change and your subsequent use of the Site is governed by that new UA. The terms of this UA are effective until terminated in accordance with Section 18 (Termination).

24. Public Inspection of Legal and Financial Documents
Copies of Kopernik’s annual federal tax returns (Form 990’s), 501(c)3 tax-exempt application, IRS tax exemption determination letter or annual reports of Kopernik Solutions are available without additional charge, other than reasonable fees for copying and postage, by writing to

Kopernik Solutions,
228 Park Ave S #73293,
New York, NY 10003 USA
(347) 587-8687.

A copy of the official registration and annual report may be obtained from the Office of the Attorney General, Department of Law, Charities Bureau by calling (212) 416-8401 within the state, or visiting their website at www.charitiesnys.com.

Our New York registration number is: 42-10-10.