Givsum User Agreement
Date Last Modified: 2/21/17
- SERVICE PROVIDED BY GIVSUM. The Site provides a marketplace for nonprofit organizations ("Charity") to promote volunteer opportunities, solicit donations and/or sell tickets to events and for individuals and corporate supporters to donate or purchase tickets ("Contribute/Contribution") or volunteer to/from/with Charity. For purposes of clarity, such individuals, corporate supporters and charities that access the Site shall be deemed to be Users bound by the Terms.
USER REPRESENTS AND WARRANTS TO GIVSUM:
- By establishing an account with us, You agree to (1) provide true and accurate data about You on Your account registration form, and to update and keep such data current. You are solely responsible for maintaining the confidentiality of Your password and account, and You are solely responsible for all use of Your password or account, whether authorized by You or not. You agree to (a) immediately notify Givsum of any unauthorized use of Your password or account or any other breach of security and (b) ensure that You exit from Your account each time You use the Site or Service. Access and use of password-protected and/or secure areas of the Site or Service is restricted to the User that has been given a valid password by Givsum. We may terminate Your account and access to the Site and Service if we learn that You have provided us with false or misleading registration data.
- You have the full power and authority to execute, deliver and perform this Agreement and Your performance of the Terms shall not conflict with Your obligations under any constitutional document, charter or any other agreement (of whatever form or subject) to which User is a party or by which it is bound.
- You are duly organized, authorized and in good standing under the laws of the state, region or country of its organization and is duly authorized to do business in all other states, regions or countries in which User's business make such authorization necessary or required.
- "User Data" shall mean the following information collected from User by Givsum or its affiliated partners ("Affiliated Partners") during the course of providing the Service, including but not limited to name, billing address, shipping address, billing zip code, unique User ID, credit card numbers, CVV, card expiration date, tracking ID, public key, token, merchant identification, payment methods, stored value card number, PIN, email, ID cookies, and similar data or information that Givsum or its Affiliated Partners require from User to provide the Service, process the transaction, and provide fraud screening, information security and compliance.
- User hereby grants Givsum a non-exclusive, royalty-free license to use, reproduce, electronically distribute, and display all User Data for the purposes of (i) preparing internal reports for use by Givsum to manage its business; (ii) data analytics, developing and analyzing data metrics, anonymising personal data and other analysis purposes, and to publish in aggregated form the results of such analyses; (iii) allowing for fraud screening services; (iv) resolving chargebacks or other disputes; (v) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of personal data in accordance with local laws and (vi) any other purpose(s) permitted by the Terms.
When creating and maintaining Your Profile, You will be responsible to select the privacy settings that You deem appropriate. The default settings are “Profile Visibility: Public” and “Money Visibility: Private”. You are free to change your privacy settings when you create your account or at any time thereafter. Users hereby consent to have their personal information, such as telephone numbers, email, mailing addresses and any other information that You provide, shared with any Charity with which You engage.
- It is a condition of Your use of the Site or Service that You do not (i) Interfere with any other User from using and enjoying the Site or Service; (ii) Collect information about other Users or third parties via the Site or Service or use any such information for the purpose of transmitting or facilitating transmission of unauthorized or unsolicited advertising, junk or bulk e-mail, chain letters, or any other form of unauthorized solicitation; (iii) Engage in the systematic retrieval of data or other content from the Site or Service to create or compile, directly or indirectly, a collection, compilation, database or directory, without Givsum's prior written consent; (iv)Attempt to gain unauthorized access to other computer systems or networks connected to the Site or Service; (v) Create or access any accounts through unauthorized means, which includes any robot, spider, other automatic device, or manual process to monitor or copy the Site or Service or the content contained therein without prior written permission of Givsum; or (vi) Use the Site or Service to engage in any illegal activity.
- Additionally, You agree that You will not use the Site or Service to upload, post, or otherwise distribute or facilitate distribution of any material that (i) Is libelous, defamatory or slanderous; (ii) Is sexually suggestive or contains explicit sexual content (including nudity); (iii) Does or may denigrate or offend any individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (iv) Does or may threaten, abuse, harass, or invade the privacy of any third party; (v) Is fraudulent or infringes the rights of any third party, including, without limitation, patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights; (vi) Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spam"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (vii) Contains a software virus or any other computer code that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment, or to damage or obtain unauthorized access to any data or other information of any third party; (viii) Encourages conduct that would constitute a criminal offense or give rise to civil liability; (ix) Impersonates any person or entity, including any employee or representative of Givsum; or (x) Violates any applicable law or this Agreement.
- Givsum reserves the right to refuse to post, or to remove any information or materials at its sole discretion that Givsum reasonably considers objectionable or in violation of the Terms.
- The Site or Service is protected by one or more U.S. and international laws that govern intellectual property rights. You will abide by any and all copyright notices, trademarks, service marks, patents, or intellectual property restrictions of any kind that pertain to the Site or Service. You understand and agree that Your use of the Site or Service does not grant You an interest, right, or title to any of Givsum's intellectual property. You may download and make copies of the content and other downloadable items displayed on the Site or Service, provided that You do not remove, alter or conceal any copyright, trademark, service mark or other intellectual property right notices incorporated in or accompanying any content and You will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, broadcast, transmit, license, sell or otherwise exploit any content. The Givsum name and logo are service marks of Givsum and may not be copied, imitated or used, in whole or in part, without the prior written consent of Givsum. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Givsum, and also may not be copied, imitated or used, in whole or in part without the written consent of Givsum.
- If You post any content to the Site or Service, You hereby grant Givsum a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, publicly display, publicly perform, modify, sublicense, and distribute such content, and incorporate it in other works, in whole or in part, in any manner and any media now known or hereafter developed. You represent and warrant that You own such content or otherwise have sufficient rights in the content to grant to Givsum the foregoing license without infringing or violating the rights of any third party.
- Charity or supporting business entities hereby grant Givsum permission to use its name or logo(s) in Givsum's marketing materials including, but not limited to use on the Site, customer listings, in interviews and press releases.
- CHILDREN'S ONLINE PRIVACY PROTECTION ACT NOTIFICATION. Givsum is not designed or intended for use by children under 13. If You are under the age of 13, You will not use the Site or Service. If You are between the ages of 13 and 18, You will only use the Site or Service with the permission of a parent or legal guardian.
- Givsum will use its commercially reasonable efforts to provide You with access to an online payment processor that will operate 24 hours per day, as described in section 9.2 ("Payment System"). However, User acknowledges that the Payment System is a computer network based service which may be subject to outages and delay occurrences. In such an event, Givsum will use its commercially reasonable efforts to remedy any and all material interruptions. Givsum will not be liable in any manner for any interruptions, outages, or other delay occurrences relating to the Payment System.
Braintree, a PayPal Company, ("Braintree") is Givsum's payment processor. In order for you to use Braintree's payment processing services, You must enter into the Merchant Services Agreement ("MSA") with Braintree and its sponsoring bank. The MSA is available at
By accepting this Agreement, You agree: (a) that You have downloaded or printed the MSA, and (b) that You have reviewed and agree to the MSA. Please note that Givsum is not a party to the MSA and that You, Braintree and Braintree's sponsoring bank are the three parties to the MSA and that Givsum has no obligations or liability to You under the MSA. If You have questions regarding the MSA, please contact Braintree at (877) 434-2894.
FEES AND SERVICE FEES. Givsum may modify this section from time to time at its sole discretion.
- "FEES". Charity shall pay Fees to Givsum for use of the features described on www.givsum.com/forcharities at the published rate.
- "SERVICE FEES". Charity agrees to establish a sub-merchant account for use of the Payment System, as described in section 9.2. Charity agrees to the automatic payment of all Service Fees owed to Givsum and its Affiliated Partners immediately upon the settlement of any Contribution made by User.
- DONATIONS TO CHARITIES WITHOUT A GIVSUM ACCOUNT. Givsum’s Affiliated Partners include: Future Leaders of Our Community (“FLOC Foundation”), a 501(c)(3) serving as a donation aggregator; and a payment processor, such as Braintree, a PayPal Company. Any User wanting to donate to a charity without a Givsum merchant account (“Not Yet Enrolled Charity”) may make a donation directly to FLOC Foundation, designating the Not Yet Enrolled Charity to receive those funds, less all applicable fees (“Grant”). Thereafter FLOC Foundation will issue a receipt to that User for that donation. Within thirty (30) business days following FLOC Foundation’s receipt of that donation, FLOC Foundation will pay all applicable Service Fees, deduct One Dollar ($1.00) for that donation as an administrative fee and then issue a Grant to the Not Yet Enrolled Charity. If the Not Yet Enrolled Charity is defunct or otherwise unable to receive the Grant, then FLOC Foundation will issue the Grant to another charity that is similar to that of the Not Yet Enrolled Charity, at its sole discretion. Accordingly, User understands and acknowledges (1) that its donation (aggregated with others to the same charity) will be made in the name of FLOC Foundation and (2) the net amount ultimately Granted to the Not Yet Enrolled Charity will be less than the amount of the original User donation made to FLOC Foundation. However, User will be entitled to tax deductibility treatment for the full amount of the donation made to FLOC Foundation.
- TAXES. User shall pay, indemnify and hold Givsum harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on Givsum's income; and (iii) all government permit fees, customs fees and similar fees which Givsum may incur with respect to this Agreement. Such taxes, fees and duties paid by Users shall not be considered a part of, a deduction from, or an offset against, payments due to Givsum hereunder.
REFUNDS. Givsum may modify this section from time to time at its sole discretion. Charity is responsible for all refunds, as follows:
- REFUNDABLE TICKETS THROUGH THE SERVICE. If Charity elects to offer a refundable ticket through the Service, and elects to have Braintree hold the purchase payment in escrow, for not less than 3 days after the purchase payment is made and no more than 7 days after the ticketed event, so that User may request a full return of the purchase payment through the Service ("Escrowed Refund"), then Givsum will waive its Service Fees, in the event of an Escrowed Refund.
- REFUNDABLE TICKETS OUTSIDE THE SERVICE. If Charity elects to offer a refundable ticket through the Service, but elects not to have Braintree hold the purchase payment in escrow, then in the event User makes a refund request ("Non-Escrowed Refund"), Givsum will direct User to Charity and and User and Charity agree to address the Non-Escrowed Refund directly with each other. User acknowledges that Givsum's Service Fees will not be refunded to Charity and that Charity is solely responsible to User for the Non-Escrowed Refund.
- NONREFUNDABLE TICKETS. Charity may elect to offer nonrefundable tickets through the Service. If User purchases a nonrefundable ticket, then User is not entitled to any form of refund through or outside the Service for any reason.
- CANCELLED EVENTS. Should Charity cancel an event for which it is offering tickets through the Service, Charity agrees that User refunds will be addressed as stated in sections 13.1 through 13.3, dependent upon whether or not Charity has placed purchase payments in escrow with Braintree.
- REFUND DONATION. User may request the refund of a donated payment made through the Service for up to 2 days from the date of donation, but prior to when the donation becomes a processed payment to Charity. Once the donation becomes a processed payment to Charity, the payment is deemed settled and no refund is available. Charity will not be charged Service Fees by Givsum on a refunded donation.
- CHARGEBACKS. If a chargeback is successful on a processed payment ("Chargeback Amount") that is outside of any applicable refund period, then Charity agrees to immediately pay Givsum the Chargeback Amount, minus Service Fees, plus any chargeback fee.
- DISCLAIMER OF WARRANTIES. While Givsum uses reasonable efforts to include up to date information on the Site and Service, Givsum makes no warranties or representations as to its accuracy, timeliness, reliability, completeness or otherwise. GIVSUM PROVIDES THE SITE AND SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. GIVSUM DISCLAIMS ALL WARRANTIES AND CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, GIVSUM DOES NOT WARRANT THAT THE SITE OR SERVICE WILL (1) BE UNINTERRUPTED; (2) BE FREE FROM INACCURACIES, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS; (3) MEET YOUR REQUIREMENTS; OR (4) OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. YOUR USE OF THE SITE AND SERVICE IS SOLELY AT YOUR RISK.
- EXCLUSION OF DAMAGES. GIVSUM WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) OR ANY DAMAGES WHATSOEVER THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SITE OR SERVICE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF GIVSUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT GIVSUM SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE OR OTHER SERVICE. WITHOUT LIMITING THE FOREGOING, GIVSUM WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF (1) YOUR FAILURE TO COMPLY WITH PARAGRAPH 3 OR (2) CONTENT POSTED TO THE SITE OR OTHER SERVICE BY YOU OR ANY THIRD PARTY.
- LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCE WILL GIVSUM'S TOTAL LIABILITY, ARISING OUT OF THIS AGREEMENT AND YOUR USE OR ACCESS OF THE SITE OR OTHER SERVICE, BASED ON ANY LEGAL THEORY, EXCEED ONE THOUSAND U.S. DOLLARS ($1,000.00).
- APPLICABILITY OF DISCLAIMERS, EXCLUSIONS AND LIMITS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, GIVSUM'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION. IN ADDITION, BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, THE DISCLAIMERS SET FORTH ABOVE MAY NOT APPLY TO YOU.
- THIRD PARTY WEB SITES. THE THIRD-PARTY WEB SITES LINKED TO OR FROM THE SITE OR OTHER SERVICE ARE NOT CONTROLLED BY GIVSUM. ACCORDINGLY, GIVSUM MAKES NO WARRANTIES OR CONDITIONS REGARDING SUCH THIRD-PARTY WEB SITES AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR USE OF OR RELIANCE ON SUCH WEB SITES. YOUR USE OF THIRD-PARTY WEB SITES IS AT YOUR OWN RISK. THE INCLUSION ON THE SITE OR OTHER SERVICE OF A LINK TO A THIRD-PARTY WEB SITE DOES NOT IMPLY AN ENDORSEMENT BY GIVSUM. WHEN YOU ACCESS ANY OF THESE THIRD-PARTY SITES, YOUR RIGHTS AND OBLIGATIONS WILL BE GOVERNED BY THE AGREEMENTS AND POLICIES RELATING TO THE USE OF THOSE SITES.
- INDEMNIFICATION. You hereby agree to defend, indemnify and hold Givsum, and all its members, directors, officers, agents, employees, information providers, affiliates, licensors and licensees, from and against any damage, loss, cost or expense (including without limitation, legal fees and costs) incurred in connection with any third-party claim, demand, proceeding or action ("Claim") brought against Givsum arising out of Your use of the Site or other Service or any alleged breach by You of any provision of this Agreement, or the infringement by You, or any other User or user of Your account, of any intellectual property or other right of any person or entity. If You are obligated to indemnify Givsum, Givsum may, in its sole and absolute discretion, control the defense and disposition (including its possible settlement) of any Claim at Your sole cost and expense. Without limitation of the foregoing, You will not settle, compromise or in any other manner dispose of any Claim without the written consent of Givsum.
- TERMINATION. In its sole and absolute discretion, with or without notice to You, Givsum may suspend or terminate Your use of and access to the Site or Service, terminate Your account and/or remove and discard anything transmitted by You, or information stored, sent, or received via the Site or Service without prior notice and for any reason, including, but not limited to: (i) concurrent access of the Site or Service with identical user identification, (ii) permitting another person or entity to use Your user identification to access the Site or Service, (iii) any unauthorized access or use of the Site or Service, (iv) any violation of this Agreement, (v) tampering with or alteration of any of the software and/or data files contained in, or accessed through, the Site or Service, or (vi) for any other reason or for no reason. You may terminate Your account for any reason by deleting Your account. Givsum shall not be liable to You or any third party for any claims or damages arising out of any termination or suspension of Your account. Termination, suspension, or cancellation of Your account shall not affect any right or relief to which Givsum may be entitled, at law or in equity, and all rights granted to You will automatically terminate and immediately revert to Givsum.
- BINDING ARBITRATION OF ALL DISPUTES. Except for any disputes relating to Givsum's intellectual property, You agree that all other disputes between You and Givsum with regard to Your relationship with Givsum, including without limitation, disputes related to this Agreement, Your use of the Site or Service, and/or rights of privacy and/or publicity, will be resolved by binding arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and You and Givsum hereby expressly waive trial by jury. You may bring claims only on Your own behalf. Neither You nor Givsum will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity or consolidated claims involving another person's account, if Givsum is a party to the proceeding. This arbitration provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred eighty two (182) days of filing the case, then either You or Givsum can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Notwithstanding any applicable provision of law, the arbitrator will not have the authority to award damages, remedies, or awards that conflict with this Agreement. This arbitration provision will survive the termination of Your relationship with Givsum.
- GENERAL. For any action at law or in equity RELATING TO THE ARBITRATION PROVISION of this Agreement, You agree to resolve any disputes You have with Givsum exclusively in a state or federal court located in Orange County, California, and to submit to the personal jurisdiction of the courts located in Orange County, California, for the purpose of litigating all such disputes. Should the arbitration provision of this Agreement be held unenforceable, then YOU HEREBY AGREE AND CONSENT THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS AND THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN ORANGE COUNTY, CALIFORNIA. This Agreement constitutes the entire agreement between You and Givsum with respect to Your use of and access to the Site or Service. This Agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and Givsum with respect to the Site or Service. If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision shall be enforced to the maximum extent permissible so as to give legal effect to the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. Use of the Site or Service is unauthorized in any jurisdiction that does not give effect to all of the terms and conditions of this Agreement. Any cause of action You may have with respect this Agreement or Your use or access of the Site or Service must be commenced within one (1) year after the claim or cause of action arises. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement or the Site or Service to the same extent and subject to the same conditions as other business documents and records generated and maintained in printed form by Givsum. The failure of Givsum to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor bar Givsum's right to enforce the provision. If a dispute arises out of this Agreement or Your use of the Site or other Service that we cannot resolve privately, then the prevailing party will be entitled to recover all costs and expenses (including reasonable attorney's fees) incurred. The section headings contained in this Agreement are for convenient reference only and shall not in any way affect the meaning or interpretation of this Agreement. No provision of this Agreement shall be construed against any party merely because that party or counsel drafted or revised the provision in question. All parties have been advised and have had an opportunity to consult with legal counsel of their choosing regarding the force and effect of the terms set forth herein. This agreement shall be deemed jointly prepared by the parties and therefore any ambiguity or uncertainty shall be interpreted accordingly.