User Agreement

Updated: June 30, 2021

PLEASE READ THE FOLLOWING CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AS A USER OF OUR WEB-BASED AND MOBILE APPLICATIONS, INCLUDING THE GIVZ WEB SITE LOCATED AT URL WWW.GIVZ.COM, THE IOS AND ANDROID APPLICATIONS AVAILABLE FOR DOWNLOAD FROM THE APPLE STORE AND THE GOOGLE PLAY STORE AND THE GIVZ DONATION DRIVEN MARKETING SHOPIFY APP OR ANOTHER THIRD-PARTY PLATFORM THROUGH WHICH YOU ACCESS ANY OF THE FOREGOING (COLLECTIVELY REFERRED TO AS THE “GIVZ SERVICE”) (“USER” OR “YOU”), AND GIVZ INC. (“GIVZ” OR “WE”). THIS USER AGREEMENT, TOGETHER WITH THE GIVZ PRIVACY POLICY AND ALL APPLICABLE GIVZ AGREEMENTS, RULES AND POLICIES CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND GIVZ REGARDING YOUR MOBILE AND ONLINE GIVZ EXPERIENCE. BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.

IF YOU HAVE NOT READ THIS AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THIS AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THIS AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE THE GIVZ SERVICE.

THE GIVZ SERVICE IS OFFERED FROM THE UNITED STATES OF AMERICA AND IS NOT CURRENTLY OFFERED TO PERSONS IN THE EUROPEAN UNION OR ITS MEMBER STATES (THE “EU”). IF YOU ARE IN THE EU, YOU MAY NOT USE THE GIVZ SERVICE.

NOTE THAT DISPUTES ABOUT THIS AGREEMENT OR RELATING TO THE GIVZ SERVICE GENERALLY MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY. SEE SECTION 24 OF THIS USER AGREEMENT FOR MORE DETAILS.

1. Description of GIVZ Service

GIVZ Inc. offers a multidimensional service through which Users can create personal accounts, search for U.S.-based charities, donate to the U.S. charities of their choice and designate contributions for donor companies via the Givz Donation Driven Marketing Shopify App or another third-party platform.

The specific features and functionality of the GIVZ Service are dynamic and may change from time to time. GIVZ will make every reasonable effort to provide information that is accurate or up-to-date, but cannot guarantee that the information provided through the GIVZ Service is accurate or up-to-date.

Important Note About Third Party Websites and Materials. GIVZ does not control, own, manage, endorse, advocate for, or operate any of the third party organizations, materials or services that may be accessed or provided through the GIVZ Service, including any charitable organization or payment processor. GIVZ acts solely as a service to help facilitate Users’ ability to locate and donate or designate contributions to charities of their choice. For more information about our relationship with such third party websites and third party materials, please see Section 15.2.

2. Scope and Acceptance

Anyone who accesses or uses the GIVZ Service is a “User.” This Agreement sets forth your rights and obligations as a User with respect to your access to and use of the GIVZ Service and use of any and all information or data of any kind arising from access to, or use of, the GIVZ Service, including, without limitation, any text, graphics, sound recordings, audio, video, and art work.

WE RESERVE THE RIGHT, AT OUR SOLE DISCRETION, TO CHANGE, MODIFY, ADD OR REMOVE PORTIONS OF THIS AGREEMENT (INCLUDING THE PRIVACY POLICY) FROM TIME TO TIME, WITHOUT PRIOR NOTICE (AS FURTHER DESCRIBED IN SECTION 21 BELOW). WE WILL POST MATERIAL CHANGES ON THE GIVZ Service, HOWEVER, IT IS YOUR RESPONSIBILITY TO CHECK THIS AGREEMENT PERIODICALLY FOR CHANGES. YOUR CONTINUED USE OF THE GIVZ Service FOLLOWING THE POSTING OF CHANGES WILL MEAN THAT YOU ACCEPT AND AGREE TO THE CHANGES.

3. Eligibility and Access

If you are accessing or using the GIVZ Service on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to this Agreement.

The GIVZ Service is not intended or authorized for use by persons under the age of thirteen (13). By using the GIVZ Service, you represent and warrant that you are thirteen (13) years of age or older and that you agree to and agree to abide by all of the terms and conditions of this Agreement. If GIVZ believes that you are under the age of thirteen (13) or that you are not old enough to consent to and be legally bound by this Agreement, GIVZ may, at any time, in its sole discretion, and with or without notice: (i) terminate your access to or use of the GIVZ Service (or any portion, aspect, or feature of it), or (ii) delete any content or information that you have posted through the GIVZ Service.

THE GIVZ Service IS OFFERED FROM THE UNITED STATES OF AMERICA AND IS NOT CURRENTLY OFFERED TO PERSONS IN THE EUROPEAN UNION OR ITS MEMBER STATES (THE “EU”). IF YOU ARE IN THE EU, YOU MAY NOT USE THE GIVZ Service.

GIVZ reserves the right to deny access to the GIVZ Service at our discretion and for any reason, including any breach of this Agreement.

4. Account Information and Security

In order to use certain areas of the GIVZ Service, we may ask you to create an account and select a password and/or provide us with certain personal information. This information will be held and used in accordance with GIVZ’s User Privacy Policy. You agree that you will provide us with accurate, complete, and updated information on your account. You are responsible for maintaining the security of your account. We recommend that you do not share your account details or your password with others. YOU ARE SOLELY RESPONSIBLE FOR ANY ACTIVITY IN YOUR ACCOUNT, WHETHER OR NOT AUTHORIZED BY YOU, INCLUDING CONTENT PUBLISHED OR PURCHASES MADE THROUGH YOUR ACCOUNT. Please notify us immediately of any actual or suspected loss, theft, fraud, or unauthorized use of your account or account password.

5. Privacy Policy

Please see our User Privacy Policy for a detailed description of how we collect, use, and disclose information about our Users.

6. Operation

We reserve complete and sole discretion with respect to the operation of the GIVZ Service. We reserve the right to change terms and warranties without notice. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the GIVZ Service at any time.

7. Inaccuracies on the GIVZ Service

It is possible that the GIVZ Service could include inaccuracies or errors and that additions, deletions, or alterations could be made to the GIVZ Service by unauthorized third-parties. Although GIVZ make all reasonable efforts to provide information that is accurate and up-to-date and to ensure the integrity of the GIVZ Service, we cannot guarantee that information provided through the GIVZ Service is accurate or up-to-date and cannot guarantee the completeness, correctness, or accuracy of the GIVZ Service or any of the content on the GIVZ Service. If you believe any portion of the GIVZ Service includes an error or inaccuracy, please notify us.

8. Availability of the GIVZ Service

It is not possible to operate the GIVZ Service with 100% guaranteed uptime. GIVZ will make reasonable efforts to keep the GIVZ Service operational. However, certain technical difficulties, routine site and/or app maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the GIVZ Service. In addition, GIVZ reserves the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the GIVZ Service, with or without notice.

You agree that GIVZ shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the GIVZ Service.

9. Technical Requirements

Use of the GIVZ Service requires Internet access through your computer or mobile device. You are responsible for all mobile carrier charges resulting from your use of the GIVZ Service, including from any notifications provided by the GIVZ Service. GIVZ does not guarantee that the GIVZ Service will be compatible with all devices or will be supported by all mobile carriers. You may be required to have JavaScript (or similar technologies) enabled to use the GIVZ Service, and some features and portions of the GIVZ Service (including, but not limited to, making, modifying, or canceling reservations) may not be accessible with JavaScript disabled.

10. Trademarks

The name “GIVZ” and the “GIVZ” logos are trademarks of GIVZ in the United States and other countries. All other company names, logos, and trademarks mentioned herein are the property of their respective owners. Nothing herein shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use GIVZ’s name, logos, trademarks or other intellectual property displayed on the GIVZ Service except as expressly provided herein or by obtaining the written permission of GIVZ or such other third party owner, as applicable. You acknowledge that GIVZ will aggressively enforce its intellectual property rights with respect to its trademarks to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution

11. GIVZ Proprietary Rights

The GIVZ Service is owned and operated by GIVZ. As between you and GIVZ, GIVZ owns and retains all proprietary rights in the GIVZ Service. The hardware, software, content, text, photographs, visual interfaces, interactive features, information, trademarks, logos, graphics, music, design, artwork, compilation, computer code, products, software, services, structure and “look and feel” of this content and all other elements of the GIVZ Service (“GIVZ Materials”), is owned, controlled or licensed by or to GIVZ, and is protected by copyright, trade dress, patent, trademark, unfair competition, and other intellectual property laws of the United States and other countries and jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All GIVZ Materials, including intellectual property rights therein and thereto, are the property of GIVZ or its subsidiaries or affiliated companies and/or third-party licensors. You may not sell, license, distribute, copy, reproduce, republish, upload, modify, publicly perform or display, encode, translate, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the GIVZ Materials, without GIVZ’s express prior written consent. GIVZ reserves all rights not expressly granted to you in this Agreement. You shall not acquire any right, title or interest to the GIVZ Materials, whether by implication, estoppel, or otherwise, except for the limited rights expressly granted to you in this Agreement. You understand that GIVZ will aggressively enforce its intellectual property rights with respect to its GIVZ Materials to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution.

Notwithstanding the foregoing, you may view, download, print, and copy GIVZ Materials for your own personal, informational use, provided that (i) you do not modify the GIVZ Materials and (ii) you retain all copyright and proprietary notices originally contained in the GIVZ Materials on any copies.

12. User Feedback

You acknowledge that any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”) provided by you to GIVZ with respect to the GIVZ Service are and shall remain the sole and exclusive property of GIVZ. GIVZ shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without credit or compensation to you.

13. Permitted Use

You expressly acknowledge and agree that the content accessible within the GIVZ Service that is not expressly designated as being provided by a third party is the property of GIVZ and its content providers, and GIVZ and its content providers retain all right, title, and interest in the content.

Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the GIVZ Service and related materials solely for your own personal use in accordance with the license scope and use restrictions specified in this Agreement. Except as expressly provided, all rights are reserved.

You agree not to use the GIVZ Service or any aspect or feature thereof for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the preceding sentence, you agree that you will not do, or attempt to do, any of the following, unless expressly authorized by GIVZ to do so:

(a) alter or modify the GIVZ Service, or make any electronic reproduction, adaptation, distribution, performance, or display of the GIVZ Service, or any portion thereof, except to the extent required for the limited purpose of reviewing material on or interacting with the GIVZ Service;

(b) sell, rent, lease, transfer, distribute, broadcast, display, provide, or otherwise assign to any third party any rights to the GIVZ Service, or related materials;

(c) remove or modify any proprietary notice or labels on the GIVZ Service, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website or application;

(d) use the GIVZ Service for any non-authorized commercial purpose or any illegal purpose, including any comparative or competitive research purposes;

(e) copy, modify, erase, or damage any information contained on computer servers used or controlled by GIVZ or any third party;

(f) use the GIVZ Service to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable;

(g) access or use any password-protected, secure, or non-public areas of the GIVZ Service, or access data on the GIVZ Service not intended for you, except as specifically authorized in writing by GIVZ;

(h) impersonate or misrepresent your affiliation with any person or entity;

(i) use any automated means to access or use the GIVZ Service, including scripts, bots, scrapers, data miners, or similar software, or display the GIVZ Service, or portions thereof, in things (e.g., deep linking, framing, scraping, etc.), without our express written permission;

(j) attempt to or actually disrupt, impair, or interfere with the GIVZ Service, or any information, data, or materials posted and/or displayed by GIVZ;

(k) attempt to probe, scan, or test the vulnerability of the GIVZ Service or breach any implemented security or authentication measures, regardless of your motives or intent; or

(l) undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of all or part of the GIVZ Service or any other part thereof, except and solely to the extent permitted by law, or otherwise attempt to use or access any of the GIVZ Service other than as intended; or

(m) attempt to interfere with or disrupt access to or use of the GIVZ Service by any User, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code; or

(n) post any content to the GIVZ Service that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, ethnicity or national origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to GIVZ’s mission; or

(o) use the GIVZ Service in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.

14. User Content

GIVZ may, at our sole discretion, permit Users to post, upload, publish, submit, or transmit photos, diagrams, text, testimonials, reviews, videos, sounds, images, or information (collectively, “User Content”). By making available any User Content on or through the GIVZ Service, you hereby grant GIVZ a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, or by means of the GIVZ Service. GIVZ does not claim any ownership rights in any such User Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit such User Content.

You acknowledge and agree that you are solely responsible for all User Content that you make available through the GIVZ Service. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the GIVZ Service or you have all rights, licenses, consents, and releases that are necessary to grant to GIVZ the rights in such User Content, as contemplated under this Agreement; (ii) neither the User Content nor your posting, uploading, publication, submission, or transmittal of the User Content or GIVZ’s use of the User Content (or any portion thereof) on, through, or by means of the GIVZ Service will infringe, misappropriate, or violate a third-party’s patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation, and (iii) all User Content complies with the Permitted Uses enumerated above in Section 13 of this Agreement. In addition, you agree to indemnify GIVZ for any violation of the GIVZ Agreement in accordance with the Indemnity provisions below.

You also agree that GIVZ may, but has no obligation to, review or monitor this User Content and may remove or alter any materials that you submit in its sole discretion at any time for any reason.


15. Third Party Content

15.1 General

The GIVZ Service may contain or display various materials and content from third parties (“Third Party Materials”). The display on or through the GIVZ Service of such Third Party Materials does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by GIVZ of any third party or any affiliation between any such third party and GIVZ. Furthermore, in using and accessing the GIVZ Service, you agree that GIVZ is in no way responsible for the accuracy, timeliness, or completeness of Third Party Materials. GIVZ’s display of specific Third Party Materials does not suggest a recommendation by GIVZ of the third party or any products, services, websites, applications, or plans offered. Your interaction with any third party accessed through the GIVZ Service (whether online or offline) is at your own risk, and GIVZ will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third party.

15.2 Third Party Links and References

The GIVZ Service may also contain references or links to Third Party Materials and websites and/or applications not controlled by GIVZ, including third party payment processors and other third party sites and/or apps accessible or linked from the GIVZ Service (collectively “Third Party Providers”). GIVZ provides such information and links solely as a convenience to you and such links and references should not be considered endorsements or recommendations of such sites and/or apps or any content, products or information offered on such sites and/or apps. You acknowledge and agree that GIVZ is not responsible for the information or content contained in any Third Party Materials or on any sites and/or apps of any Third Party Providers. You agree that GIVZ is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Materials or on the sites and/or apps of any Third Party Providers. If you access, visit, or use any Third Party Materials or the sites and/or apps of any Third Party Providers, you do so at your own risk. We encourage you to review the policies and agreements of any Third Party Providers you choose to access or use, as their agreements may differ from ours.

16. Disclaimers

16.1 “AS IS” DISCLAIMER

YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE GIVZ SERVICE IS AT YOUR SOLE RISK. THE GIVZ SERVICE IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. GIVZ DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE GIVZ SERVICE; AND (B) ANY DONATIONS MADE THROUGH THE GIVZ SERVICE AND/OR ANY OTHER PRODUCTS OR SERVICES OFFERED THROUGH THE GIVZ SERVICE, OR ANY PORTION THEREOF, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. GIVZ MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE GIVZ SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. GIVZ ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE GIVZ SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE GIVZ SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

16.2 CHARITABLE DONATIONS DISCLAIMER

THE GIVZ SERVICE UTILIZES THIRD PARTY SERVICE PROVIDERS TO PROCESS PAYMENTS FOR CHARITABLE DONATIONS AND TO COLLECT AND SEND DONATIONS TO THE RESPECTIVE CHARITIES. GIVZ DOES NOT OVERSEE, MANAGE, OR OTHERWISE CONTROL ANY SUCH THIRD PARTY SERVICE PROVIDERS.  BY USING THE GIVZ SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT GIVZ ASSUMES NO LIABILITY AND SHALL HAVE NO LIABILITY FOR THE ACTIONS OF THESE THIRD PARTY SERVICE PROVIDERS FOR ANY DONATIONS MADE THROUGH THE GIVZ SERVICE.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL GIVZ OR ANY OF ITS AFFILIATES, PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) THE GIVZ SERVICE; OR (B) ANY SERVICES PROVIDED VIA THE GIVZ SERVICE, INCLUDING DONATIONS AND DESIGNATION OF CONTRIBUTIONS MADE THROUGH THE GIVZ SERVICE AND/OR ANY OTHER PRODUCTS OR SERVICES OFFERED THROUGH THE GIVZ SERVICE, OR ANY PORTION THEREOF, EVEN IF GIVZ OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

IF, DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE NO GREATER THAN ONE HUNDRED U.S. DOLLARS ($100)

18. Indemnity

YOU UNDERSTAND AND AGREE THAT YOU ARE PERSONALLY RESPONSIBLE FOR YOUR BEHAVIOR IN CONNECTION WITH USE OF THE GIVZ SERVICE. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS GIVZ, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND ARISING FROM OR RELATING TO ANY VIOLATION OF THIS AGREEMENT AND ANY ACTIVITY RELATED TO YOUR USE OF THE GIVZ SERVICE.

19. Termination

You agree that GIVZ may, in its sole discretion and without prior notice, terminate your access to or use of any of the GIVZ Platform at any time and for any reason, with or without cause. You also agree that any violation by you of this Agreement will constitute an unlawful and unfair business practice that will cause irreparable harm to GIVZ for which monetary damages would be inadequate. You consent to GIVZ’s obtaining any injunctive or equitable relief that GIVZ deems necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies GIVZ may have at law or in equity. You agree that GIVZ will not be liable to you or to any third party for termination of your access to, or use of, the GIVZ Service as a result of any violation of the Agreement or for any reason at all

20. Copyright Infringement

We take copyright violation very seriously and will vigorously protect the rights of legal copyright owners. We may remove material from the GIVZ Service that appears in our sole discretion to infringe upon the intellectual property rights of others and we will terminate the access rights of any repeat infringer. If you believe a work protected by a U.S. copyright you own has been posted on the GIVZ Service without authorization, you may notify our copyright agent at the address below, and provide the following information:

(a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner;

(b) identification of the copyrighted work or works claimed to have been infringed;

(c) a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL where the infringing material appears;

(d) your name, mailing address, telephone number, and e-mail address;

(e) a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law; and

(f) a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.

To notify GIVZ of claimed copyright infringement, please contact us at:

GIVZ INC.

300 East 93rd St

New York, NY 10128

info@givz.com

21. Modifications and Updates

At any time and at GIVZ’s sole discretion, we may add, delete, or modify this Agreement or the GIVZ Service or any functionality provided through the GIVZ Service without liability to you. If GIVZ materially modifies these terms, it will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the GIVZ Service for the first time after such material changes are made. No modifications to this Agreement will apply to any dispute between you and GIVZ that arose prior to the date of such modification. Your use of the GIVZ Service after modifications to this Agreement become effective constitutes your binding acceptance of such changes. If you are dissatisfied with the terms of this Agreement, then you agree that your sole and exclusive remedy is to discontinue any use of the GIVZ Service.

GIVZ may also from time to time provide enhancements or improvements to the features and/or functionality of the GIVZ Service, which may include patches, bug fixes, updates, upgrades, and other modifications (“Updates”). All Updates are subject to the terms and conditions of this Agreement. Updates may modify or delete certain features and/or functionalities of the GIVZ Service. You acknowledge and agree that GIVZ has no obligation to (i) provide any Updates; or (ii) continue to provide or enable any particular features and/or functionalities.

22. Access and Use Where Prohibited

Access to and use of the GIVZ Service are unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including this Section.

23. International Use

The GIVZ Service is hosted from the United States, and GIVZ’s corporate office and activities are located in and directed from the United States. Accordingly, if you access the GIVZ Service from outside the United States, your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to this Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and our Privacy Policy.

GIVZ makes no representation that the GIVZ Service or any aspect thereof will be available or appropriate for use in locations outside of the United States. Those who choose to access the GIVZ Service from locations outside the United States do so at their own risk and are responsible for compliance with local laws and regulations. Users are responsible for compliance with all United States export laws and regulations when exporting any products, services, content, or materials provided through the GIVZ Service.

24. Dispute Resolution and Binding Arbitration

24.1 Initial Dispute Resolution Process

GIVZ intends to resolve any and all disputes that may arise between it and its Users in a cost-effective and non-disruptive manner, preferably without the time and expense of litigation. Toward this end, you agree to the following dispute resolution procedure. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to GIVZ in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. GIVZ shall respond within ten (10) business days with identical information from its perspective. You and a representative of GIVZ shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and GIVZ mutually deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) days of the first communication, you and GIVZ fail to resolve the matter, you may then proceed to arbitration as described in Section 24.2 below.

24.2 Arbitration

After failing to mutually settle any disputes as required in Section 24.1, and except for equitable claims, small claims court, and claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any controversy or claim arising out of or relating to this Agreement shall be submitted to and settled through binding arbitration.

  1. a) The arbitration will be conducted in accordance with this Agreement, the Federal Arbitration Act and the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA Rules”). In the event of a conflict, the provisions of the AAA Rules will control, except where those Rules conflict with this Agreement, in which case this Agreement will control.
  2. b) The arbitration shall be conducted before a single arbitrator selected as provided in the AAA Rules and who shall have at least five (5) years of relevant experience. The arbitration shall be commenced and held in New York County, State of New York. No potential arbitrator may be appointed unless he or she has agreed in writing to be bound by these procedures.
  3. c) To the extent state law is applicable, the arbitrator shall apply the substantive law of the State of New York. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. Any issue concerning the location of the arbitration, the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, and any discovery disputes, shall be resolved by the arbitrator.
  4. d) Each party will be entitled to reasonable discovery in preparation for the arbitration, including the production of relevant documents and the deposition of witnesses. Any disputes involving discovery shall be heard and resolved by the arbitrator. All objections are reserved for the arbitration hearing, except for objections based on privilege and proprietary or confidential information.
  5. e) All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests.
  6. f) The decision of the arbitrator shall be reduced to writing, shall be final and binding on the parties except for fraud, misconduct, or errors of law, and judgment upon the decision rendered may be entered in any court having jurisdiction thereof. The arbitrator may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement.
  7. g) The arbitrator shall award all costs of the arbitration, including arbitrator’s fees, arbitration filing fees, travel costs of witnesses, costs of depositions and reasonable attorney fees to the substantially prevailing party; provided, however, that if the User is the substantially prevailing party, the User shall bear the costs of its own attorney fees.

24.3 Class Action Waiver

You and GIVZ agree that any proceedings to resolve or litigate any dispute, whether through a court of law or arbitration, shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, private attorney general action, or similar action.

24.4 Waiver of Jury Trial

THE PARTIES UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT, BOTH PARTIES ARE GIVING UP THEIR CONSTITUTIONAL RIGHT TO A JURY TRIAL AND, IF APPLICABLE, ANY RIGHTS THEY MAY HAVE TO BRING ANY CLAIMS ON A CLASS, REPRESENTATIVE, CONSOLIDATED OR MASS ACTION BASIS.

24.5 Limitations.

No action arising out of this Agreement or your access to or use of the GIVZ Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.

25 Miscellaneous

25.1 Applicable Law and Venue

Any action related to this Agreement will be governed by the laws of the State of New York without regard to the choice or conflicts of law provisions of any jurisdiction. You and GIVZ agree and consent that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kind relating to the GIVZ Service or this Agreement that are not submitted to arbitration will be exclusively in the federal or local courts with jurisdiction over New York County, State of New York. If GIVZ does take any legal action against you as a result of your violation of this Agreement, GIVZ will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to GIVZ.

25.2 Entire Agreement

This Agreement (including the Privacy Policy) constitute the entire agreement between you and GIVZ, and supersedes any and all prior agreements, negotiations, or other communications between you and GIVZ, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties.

25.3 Severability

In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this Agreement; and (b) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby.

25.4 Waiver

No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement.

25.5 Assignment

You may not assign, by operation of law or otherwise, any rights or delegate any duties under this Agreement to any third party, including in connection with a merger or change of control, without prior written consent by GIVZ. Any purported assignment lacking such consent will be void at its inception. GIVZ may assign all or part of its rights and/or delegate all or part of its duties under this Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by posting such notice on the GIVZ Service.

26. Contacting GIVZ

If you have any comments or questions about the GIVZ Service, please contact us at 300 East 93rd Street, New York, NY 10128 or email us at info@givz.com.

27. Other

This Agreement is accepted upon your use of the GIVZ Service and is further affirmed by you each time you access or use the GIVZ Service. The section titles in this Agreement are for convenience only and have no legal or contractual effect.