Terms of Service
Last Updated on April 6th, 2022
Your membership and participation as a volunteer or donor (each, a “Member”) with the Givsly Social Impact Platform (“Platform” or “Program”), your use of the websites (“Sites”) www.givsly.com and company.givsly.com and the services provided by us, including the use of Donation Offer Links (as defined below) (collectively referred to as our “Services”), is subject to the following terms and conditions (these "Terms of Service"). As used herein, the terms "we", "us", "our", "Givsly” mean Givsly PBC. By affirmatively checking the box under Givsly sign-up or by using any of the Services, you agree to be legally bound by and to abide by these Terms of Service. If you do not agree to these terms, you may not access or use the Services. This is a legally binding agreement. Any breach by you of these Terms of Service may result, among other things, in immediate termination of participation in the Platform.
You are solely responsible for determining whether you are permitted to join Givsly as a Member or to otherwise use our Services. You are additionally responsible for ensuring that your use of any the Services complies with all applicable law.
PLEASE NOTE THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. SEE SECTION 27 FOR DETAILS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS SET FORTH IN SECTION 27.4, WITHIN THE SPECIFIED TIME FRAME.
1. About the Givsly Social Impact Platform and Program #
Givsly creates business connections while creating opportunities to give back and donate to various nonprofit organizations in exchange for these connections. We strive to match practitioners, professionals, and academics in various industries that will volunteer their time to connect with donors and provide viewpoints and expertise on certain matters to donors. Our Platform works best when everyone contributes and participates. Based on profiles and donor needs, we will connect appropriate volunteers to ascertain whether they are suitable and available for a specific consultation project (each, a “Connection”). This may include a meeting scheduled through the Platform (a “Meeting”), a telephone consultation, a teleconference, an online survey or other type of communication or connection. Members can either volunteer their time (as a “Volunteer”), donate money to nonprofits in exchange for Connections or Meetings with Volunteers, including through the use of Donation Offer Links (as a “Donor”), or both. We describe an overview of how a Member might use the Services below:
- A Member can be a Volunteer or a Donor
- A Member (whether a Volunteer or a Donor) builds a profile and selects the nonprofits that they are passionate about. The Member can show support for a particular organization or passion for a particular cause by selecting these nonprofits in their profiles.
- The Member, if acting as a Volunteer, indicates their availability for a Connection.
- A Member, if they are acting as a Donor, searches for and identifies a Volunteer the Donor is interested in a Connection.
- The Donor requests a Connection with Volunteer and, in exchange for the Connection, donates to the nonprofit the Volunteer has indicated on their profile (“Nonprofit”).
2. Volunteer & Donor Content Disclaimer #
Some of the content on this Site, including without limitation, certain text, software, scripts, graphics, videos and the like (“Site Content”) is created and developed by Members and provided to Givsly under license for dissemination over the internet (“Member Content”). Member Content includes, among other things, Member biographical and employment information, profile information, image and general descriptions, and opinions. Givsly cannot guarantee and makes no representations as to the accuracy or quality of Site content, or Member Content, all of which is offered “as is.” Givsly does not own, develop, endorse, and is not responsible for Member Content. The use of a company or entity name in Member biographical or employment information should not be construed as an express or implied endorsement of Givsly by such company or entity or an express or implied endorsement of such company or entity by Givsly. Members are not employees or under the supervision of Givsly. Members have agreed to be bound by the Terms of Service and have represented, among other things, that they will not disclose information that is subject to a confidentiality obligation or participate in our Services in violation of any agreements or duties owed to employers or other third parties. Givsly relies on the accuracy of these representations of the Members and does not necessarily seek independent verification.
3. Donation Terms for Donors #
Members acting as Donors may make a donation to a Nonprofit (“Donation”) through a funding method connected to the Member’s Billing Account, including Prepaid Credits, or through a “Donation Offer Link,” which allows a Member to fund a Donation that is directed by a Member that receives a Donation Offer Link (a “Recipient). A Donor who makes a Donation to facilitate a Connection can only do so by making a Donation to one of the Nonprofits designated by the Volunteer in the Volunteer’s profile. A Donor who generates a Donation Offer Link agrees to fund a Donation to whichever Nonprofits is selected by the Recipient of the Nonprofits designated by the Donor. Givsly is not responsible for verifying the identity of the recipient of the Donation Offer Link. Members sending Donation Offer Links do so at their own discretion and are required to have obtained any necessary consent (where applicable) from the Member receiving the Donation Offer Link. Givsly does not send Donation Offer Links to Members, or other individuals. Givsly does not send Donation Offer Links to Members, or other individuals.
IIf the Donor is applying Prepaid Credits (as described below), the Donation will be deducted from such Prepaid Credits (to the extent available). Of each Donation made, Givsly receives a lead generation and administrative fee immediately, the payment processor receives any applicable payment processing fee, (collectively “Fees”), and the remainder of the Donation will be sent to the Nonprofit using a payment service provider.
For Donation Offers, the Fees will be added on top of the donation amount.
For Meetings, Donors are able to choose whether they will pay fees above the donation amount, or whether the donation amount total includes fees (amount donated will be given to the Non Profit less any Fees)
In the event that the Meeting is agreed to between two Givsly Members using the Givsly platform and the Meeting Volunteer does not complete a Meeting, Donors may contact Givsly within 24 hours of a scheduled Meeting to file a dispute and allege that the Volunteer did not attend the Meeting. If, confirmed, the Donor will receive a refund of the Donation. Otherwise, the Donation will not be refunded. Givsly is unable to refund Donations for any type of Connections other than those Meetings which are scheduled between Givsly members on the Givsly platform.
4. Conditions of Participating as a Volunteer #
You may become and remain a Volunteer and participate in the Platform if, and only if, all of the following conditions are satisfied:
- You agree to comply with these Terms of Service.
- Your membership and participation would not present any conflict of interest.
- Your membership and participation would not cause you to breach any agreement with or other legal obligation to any person or entity (including, but not limited to, your employer, your previous employers or any person or entity to which, or through which, you provide or have provided consulting services).
- Your membership and participation would not cause you to violate any duty or obligation of any kind to, or policy or code of conduct of, any person or entity (including, but not limited to, your employer, your previous employers or any company to which, or through which, you provide or have provided consulting services).
- Your membership and participation would not result in the disclosure of any confidential or proprietary information (including trade secrets) not owned exclusively by you, for example, you may be under non-disclosure or confidentiality obligations as it relates to your employer or current role.
- Your membership and participation would not result in any communication or disclosure to any third party of any material non-public information concerning any public company or security.
- Your membership and participation would not violate any law, rule or regulation.
- If you are a healthcare professional, you agree not to disclose any patient or other information prohibited to be disclosed under The Health Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy and Security Rules or other similar laws, rules or regulations, or to dispense any medical advice at any time during the course of your participation in the Program. You are not listed on the List of Excluded Individuals/Entities issued by the Office of the Inspector General of the U.S. Department of Health and Human Services, the System for Award Management (SAM) and/or the Debarment List of the U.S. Food and Drug Administration. You understand and acknowledge that certain of our Members may need to comply with federal and/or state reporting requirements including, without limitation, the Physician Payments Sunshine Act, a federal requirement applicable to manufacturers of drugs, biologics, devices and medical supplies to report any payments made to physicians and teaching hospitals to the Department of Health and Human Services (HHS) on an annual basis.
- If you are currently or formerly an attorney, you agree not to (i) consult about any clients you currently represent or have represented in the past; or(ii) to disclose any information or opinions that would breach any legal or ethical duty you or your firm owes to past or present clients.
- If you are currently an auditor or formerly an auditor, you agree not to consult about companies or other organizations that you currently audit or have audited within the last three years.
YOU MUST DECLINE OR DISCONTINUE PARTICIPATION IN ANY PROJECT THAT WOULD RESULT IN A VIOLATION OF ANY OF THE CONDITIONS ABOVE.
You are solely responsible for determining whether you are permitted to join Givsly Platforms, to participate in Connections, or to otherwise use our Services. Before applying to join Givsly, you must review any and all legal agreements that could restrict your ability to participate, including, without limitation, employment agreements, consulting agreements, non-disclosure agreements, employee handbooks, codes of ethics and similar employment policies. You should also consider whether you should obtain consents or waivers from your employer, clients or any other third parties (if applicable, in each instance) to ensure that you are permitted to act as a Volunteer. A Volunteer’s participation in any Connection proposed by a Member is at the Volunteer’s sole discretion.
Volunteers are never obligated to accept or continue any Connection and may decline to participate or continue to participate in any Connection at any time.
5. Connections #
Meetings will be arranged using the Givsly Platform. If a Volunteer is invited to engage in a Meeting, the Volunteer will have the opportunity to accept or decline the invitation for 72 hours. The Meeting time is determined at the time of acceptance. If an accepted Meeting needs to be rescheduled, please notify the Donor immediately to reschedule. If a Member does not complete or attend the Connection, as applicable, the other Member has 24 hours to report that the Meeting was not completed. We make no representation regarding the frequency or quantity of Connection requests that you will receive.
You release the Givsly Parties (as defined in the Indemnification Paragraph in Section 25 below) and Givsly Members from any and all claims and liabilities including, without limitation, any claim for libel, defamation, invasion of privacy, violation of the right of publicity, or commercial appropriation of name and likeness. We expect you to perform all Connections in a timely, diligent and professional manner consistent with highest industry practice.
6. Payment Instruments #
You may be required to provide Givsly information regarding your credit card or other payment instrument (“Payment Instrument”) that is linked to your account on the Services (a “Billing Account”) in order to make a Donation. You, as a Donor, represent and warrant to Givsly that such information is true and that you are authorized to use the applicable Payment Instrument. You agree that a certain minimum Donation amount may apply, and that all Donations are final and will not be refunded unless Givsly, in its sole discretion, agrees to issue a refund. Givsly uses third-party payment processing partners to bill you through your Payment Instrument and Billing Account for any Donations made, and Donors acknowledge that by contributing a Donation to a Campaign, the Donor agrees to the processing, use, transfer or disclosure of data by our Payment Processors pursuant to any and all applicable terms set forth by our payment partners (currently, Stripe, Inc.), in addition to these Terms of Service, including Stripe’s terms of service.
As a Member, you may have received prepaid credits from a corporate sponsor (“Sponsor”) that may be applied as a credit against a Donation for a Connection (“Prepaid Credits”). Your access to Prepaid Credits on any given day is limited to $2,000. You acknowledge that any Prepaid Credits you receive are being provided to you by a Sponsor as a loyalty, award, or promotional program and remain the property of the Sponsor. You hereby agree that you shall not sell or resell such Prepaid Credits or otherwise transfer such Prepaid Credits for value. You agree that you shall not use or transfer such Prepaid Credits in contravention of the Sponsor’s purpose for giving you the Prepaid Credits. You agree and acknowledge that any required Donation amount exceeding the Prepaid Credits available and applied by you shall be required to be paid by you as the Donor using a Payment Instrument that is not Prepaid Credits.
Additionally, as a Member applying or receiving Prepaid Credits you acknowledge and agree to the following: (i) unused Prepaid Credits will be removed from your Billing Account at the relevant Sponsor’s discretion, or twelve (12) months after the date of their funding by the Sponsor, unless prohibited by law; (ii) if a Meeting is cancelled and in case there is any resulting refund by Givsly to a Member, any payments made by Prepaid Credits will be returned as Prepaid Credits; and (iii) Givsly will not refund unused Prepaid Credits except as described in these Terms of Service or required by law.
7. Payment Processor #
Givsly is not a payment processor and does not hold any funds. Instead, Givsly uses third-party payment processing partners (“Payment Processors”) to process Donations.
Givsly uses Payment Processors to process Donations and Prepaid Credits. You acknowledge and agree that the use of Payment Processors are integral to the Services and that we may and will exchange information with Payment Processors in order to facilitate the provision of Services. In addition to these Terms of Service, you agree (as applicable) to the terms of services of Stripe and Giftup, Inc.
8. Confidentiality Agreement #
You agree not to disclose or attempt to use or personally benefit from any Confidential Information, as defined below, that you learn through the Platform. This obligation shall continue until the Confidential Information has become publicly known through no action of your own. Confidential Information shall include: (i) the existence, title and description of any Givsly project, (ii) information about actual or potential business, investment or trading decisions or transactions of any Member, (iii) any other confidential information of Givsly or its Members and (iv) any intellectual property, including without limitation any trade secrets, know-how, or copyrighted information, of Givsly or its Members. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Confidential Information, you agree to promptly and diligently notify Givsly and cooperate fully with Givsly in protecting such information to the extent possible under applicable law.
9. Privacy #
10. Use of the website #
You may use Sites and the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Sites or the Services:
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries), or in any way that is contrary to law, regulation or public policy;
- If you are not able to form legally binding contracts (for example, if you are under eighteen (18) years old), or are temporarily or indefinitely suspended from using our Sites, Services, applications or tools;
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
- To transmit, or procure the sending of, any advertising or promotional material including any “junk mail”, “chain letter” or “spam” or any other similar solicitation, or otherwise post or transmit sales pitches for outside products or services or content that drive traffic to a third party’s website (including for personal, political or monetary gain) except in express accordance with the terms of service;
- Harvest or otherwise collect information about Members without their consent;
- Post, link to, or otherwise transmit false, inaccurate, misleading, obscene, violent, hateful, tortious, slanderous, defamatory, disparaging or libelous content;
- Post or otherwise transmit any confidential or nonpublic third party information which you do not have permission or authority to disclose;
- Post or otherwise transmit content that promotes bigotry, racism, sexism, hatred or harm against any group or individual or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Transfer your Givsly account and Member ID to another party without our consent;
- To impersonate or attempt to impersonate Givsly, a Givsly employee, another Member or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing);
- To post content that violates or infringes the rights of any person or entity including, but not limited to, privacy, publicity and intellectual property rights;
- Except as provided by the Services, commercialize any Givsly application or any information or software associated with such application;
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the website, or which, as determined by us, may harm Givsly or Members of the website or expose them to liability;
- Use the website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the website, including their ability to engage in real time activities through the website;
- Export or reexport any Givsly application except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
- Reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from content that belongs to or is licensed to Givsly, or that comes from the Services and belongs to another Givsly Member or to a third party including works covered by any copyrights, trademark, patent, or other intellectual property right, except with prior express permission of Givsly and/or any other party holding the right to license such use;
- Use any robot, spider or other automatic device, process or means to access the website for any purpose, including monitoring or copying any of the material on the website;
- Use any manual process to monitor or copy any of the material on the website or for any other unauthorized purpose without our prior written consent;
- Use any device, software or routine that interferes with the proper working of the website;
- Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the website, the server on which the website is stored, or any server, computer or database connected to the website;
- Attack the website via a denial-of-service attack or a distributed denial-of-service attack;
- Circumvent any technical measures we use to provide the Services; and
- Otherwise attempt to interfere with the proper working of the website.
11. Termination #
You may terminate your Membership in Givsly Programs at any time by providing us with a written notice to email@example.com. Please note that you must verify your identity and request before further action is taken.
12. Prohibited Countries Policy and Foreign Trade Regulation-Applications #
When using the Services, you are responsible for complying with trade regulations and both foreign and domestic laws (e.g., you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and you are not listed on any US.. Government list of prohibited or restricted parties). Givsly Services may not be exported or reexported: (a) into (or to a resident or national of) Burma (Myanmar), Cuba, Iraq, Iran, Libya, North Korea, Sudan, Syria, or any other country subject to United States embargo; (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or on the U.S. Commerce Department's Denied Party or Entity List; and (c) to any prohibited country, person, end-user, or entity specified by U.S. export laws.
14. Application of the Terms #
By becoming a Member and using the Services you represent and warrant to us that you are in compliance with each of the conditions, agreements, acknowledgments, representations, covenants, warranties and other obligations included in these Terms of Service. As a Member, you will be expected to provide information during any Connection or other use of our Services in good faith, to the best of your ability and at all times consistent with these Terms of Service. You understand and acknowledge that each Givsly employee, affiliate, affiliate employee and Member is an intended third-party beneficiary of these Terms of Service and shall therefore have the right to enforce your compliance with them.
In certain cases, a Member may require you to make additional representations, acknowledgments or agreements in connection with a particular Connection or other use of our Services. Givsly does not review such separate agreements and/or any related documents and disclaims any and all liability for the content of such separate agreements or any consequences that may arise from or relate to such separate agreements. You are urged to consult with your own counsel concerning your situation and any questions you may have before entering into any such separate agreement. You must decline to participate in, or to continue your participation in, any Connection or other activity that would cause you to violate these Terms of Service and immediately inform us of the reason so that we may keep your account in good standing, if possible. We shall not be liable or responsible to you in any manner whatsoever for Connections arranged by us. You are solely responsible for ensuring your continued compliance with the Terms of Service. You agree to cooperate fully in any inquiry concerning actual, alleged, or potential violations of these Terms of Service.
You shall not use Confidential Information for any purpose other than those specifically permitted by these Terms of Service. Without limiting the foregoing, you shall not use Confidential Information for personal benefit (including for the purpose of making investment or trading decisions). The duty to maintain confidentiality hereunder shall survive until the Confidential Information becomes generally known to and available for use by the public other than as a result of a disclosure by you or any other person under legal obligation not to disclose the information.
14. Government employees #
If you are a government employee and your employer prohibits its employees from participating in outside consulting projects, you may not be a Member. If you are a government employee who may engage in outside consulting, you agree not to consult about matters presently regulated by the agency or department in which you are employed. You further agree not to consult about any legislation, regulation or policy that you are in a position to vote upon or otherwise influence. You agree not to offer, pay, promise, or authorize, or accept or agree to accept any payment, gift or item of value to or from another person or entity for the purpose of seeking influence, obtaining or retaining business or for any other improper business advantage or purpose.
15. Anti-Corruption #
Members shall not offer, give or promise to give any payment, consideration, financial or non-financial advantage to another person directly or indirectly in connection with our Services or these Terms of Service.
16. False or Misleading Information #
Members agree never to disseminate false or misleading information or inaccurately represent their experience, education, employment or knowledge to us, or other Members. Members further agree not to mislead or misrepresent yourself to a person for any reason directly or indirectly related to our Services or these Terms of Service including, without limitation, for the purpose of gathering information from such person. You are solely responsible for the accuracy and completeness of information that you provide to Givsly and you understand that Givsly, Members, and third parties may and will rely on information supplied by you. You agree to provide us with accurate and up-to-date biographical information in your profile and in connection with any further queries, including, without limitation, your current and former employment, and any conflicts or restrictions on your ability to be a Member. Should Givsly find information in your profile to be inaccurate, we will notify you. If you do not correct the information, it is grounds for your removal from the Platform.
18. Investment & Tax Advice #
Givsly is not a registered investment adviser and cannot transact business as an investment adviser or give investment advice. You agree not to provide to any Volunteer or Donor any investment advice including, without limitation, advice concerning the value of any security or the advisability of buying, selling or otherwise investing in any security.
We are also not certified tax professionals. Please consult a tax professional to understand reporting implications for Volunteering and Donations. Reporting obligations, if any, are solely the responsibility of the Member.
18. Donations; we are not a Broker, Financial Institution, Creditor or Nonprofit #
All Donations are at your own risk. When you make a Donation through either of the Platforms, it is your responsibility to understand how your money will be used. Members may control or be otherwise related to Charities. Givsly is not responsible for any offers, promises, rewards or promotions made or offered by Members. We do not and cannot verify the information that Members or Charities supply, nor do we represent or guarantee that the Donations will be used in accordance with any fundraising purpose prescribed by a Nonprofit or in accordance with applicable laws. Notwithstanding the foregoing, we take possible fraudulent activity and the misuse of funds raised very seriously. If you have reason to believe that a Member or Nonprofit is not raising or using the funds for their stated purpose, please contact us to alert our team of this potential issue at firstname.lastname@example.org and we will investigate.
- Donors are not permitted to impose restrictions on the use of Donations by a Nonprofit. To the extent that a Donation is made in response to an appeal for a particular program of a Nonprofit or Event Organizer, or to the extent that a Donor purports to direct the use of Donations by a Nonprofit or Event Organizer, any such directions shall constitute non-binding recommendations only and the Nonprofit shall have full discretion to determine how all Donations will be used.
- Givsly makes no representation as to whether all or any portion of your Donations, are tax deductible or eligible for tax credits. Givsly will have no liability for any claim by any federal, state, provincial, territorial, local or any other tax authority with respect to the characterization on any applicable tax return of any Donation by you, any Member or any Nonprofit. You should consult your tax advisor as to the amount of your Donation that is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any Donation in any relevant jurisdiction, and particularly if you are awarded a gift or prize in connection with your Donation.
The Services are administrative platforms only. Givsly is not a broker, agent, financial institution, creditor or 501(c)(3) nonprofit corporation.
All information and content provided by Givsly relating to the Services is for informational purposes only, and Givsly does not guarantee the accuracy, completeness, timeliness or reliability of any such information or content. No content is intended to provide financial, legal, tax or other professional advice. Before making any decisions regarding Donations or use of the Services, you should consult your financial, legal, tax or other professional advisor as appropriate. You acknowledge that all information and content accessed by you using the Services is at your own risk.
Givsly has no control over the conduct of, or any information provided by a Member and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. We do not endorse any Member, or cause and we make no guarantee, express or implied, that any information provided through the Services is accurate. We expressly disclaim any liability or responsibility for the outcome or success of any use of the Donations. You, as a Donor, must make the final determination as to the value and appropriateness of contributing to any Member.
19. Employment Status #
You understand and agree that you have no authority to act or speak on Givsly’s behalf or to represent that you have any such authority. You shall not be deemed to be an employee of Givsly or any of its Members and you shall not be entitled to any benefits provided by either Givsly or any of its Members. You shall not identify yourself to any person or entity as an employee of Givsly. Nothing in these Terms of Service shall create a partnership or joint venture or establish the relationship of principal and agent or any other relationship of a similar nature between you, Givsly or its Members. You represent that you are joining or otherwise using the Services in your individual capacity and not as an agent or representative of any entity or individual (including, without limitation, any investment adviser), unless otherwise agreed in writing between Givsly and such entity or individual.
20. Intellectual Property #
You are solely responsible for the content that you share or create in connection with your performance of services hereunder, including Member Content that you have created or shared on or using our Services. You represent that you own or have obtained any necessary licenses or permissions for any materials, regardless of form or format (hereafter, “IP”), that you provide to Givsly, Members or third parties in connection with your performance of such services. IP that you create in connection with any Member Connection shall be solely owned by the Member who requested the Connection and that Member may use such IP for any purpose permitted under applicable law. Any inventions, discoveries or improvements that are based in any way on any IP you create for a Member in the course of a Connection, and all intellectual property rights in such inventions, discoveries or improvements, shall likewise be owned solely and entirely by that Member. Any IP that you created prior to, or independently of, any Connection (hereafter, “Advisor IP”) remains Volunteer property. However, with respect to any Advisor IP that you share or otherwise provide to another Member in connection with a Connection, you shall automatically grant that other Member a perpetual, world-wide, royalty-free, and transferable license to use such Advisor IP. Without limiting the foregoing, you further agree that each other Member is free to use any ideas, concepts, know-how, or techniques contained in any IP you share with or otherwise provide to that Member for any purpose whatsoever, including, but not limited to, devising, manufacturing, promoting and selling products and services using such information.
Further, Site Content and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Givsly, PBC, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Site Content may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, uploaded, or otherwise exploited without the prior written consent of the respective owners. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse-engineer, disassemble, or otherwise attempt to derive source code from any application or service provided by Givsly and you will not remove, obscure, or alter copyright notices, trademarks or other proprietary rights notices affixed to, contained within, or accessed in conjunction with or by any application or service provided by Givsly.
21. Feedback #
You can submit questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information about Givsly and our Services (collectively, “Feedback”). Feedback, whether posted to this Web site or provided to Givsly by e-mail or otherwise are entirely voluntary, nonconfidential, gratuitous and noncommittal. Givsly will own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
22. Digital Millennium Copyright Act #
If you are a copyright owner or an agent thereof and believe that any content posted by Member infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You may direct copyright infringement notifications to our DMCA Agent at:
Copyright Notifications Dept.
353 Lexington Avenue, Suite #400
New York, NY 10016
You acknowledge that if you fail to comply with all of the requirements, your DMCA notice may not be valid.
If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to the DMCA Agent:
- Your physical or electronic signature;
- Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in New York City, New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the DMCA Agent, Givsly may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Givsly’s sole discretion.
23. To Report A Concern About Content On The Site #
If you believe that any content on the Site is in any way unlawful, defamatory, threatening, deceptive, misleading, subject to a confidentiality obligation, or constitutes material, non-public information, notify us at, email@example.com.
We also reserve the right in our sole discretion to:
- Remove or refuse to post any Member content from the Site for any or no reason in our sole discretion;
- Take any action with respect to any Member content that we deem necessary or appropriate in our sole discretion, including if we believe that such content violates these Terms of Service, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Members of the website or the public or could create liability for Givsly;
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the website; and
- Terminate or suspend your access to all or part of the website for any or no reason, including without limitation, any violation of these Terms of Service.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the website. YOU WAIVE AND HOLD HARMLESS GIVSLY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. However, we do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any Member or third party. We do not control, endorse or adopt any third party content and can make no guarantee as to its accuracy or completeness. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in these Terms of Service.
24. Indemnification #
YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL GIVSLY OR ANY OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “GIVSLY PARTIES”) PARTIES BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR SERVICES AND OTHER CONDUCT AS A MEMBER OR YOUR INTERACTIONS OTHERWISE WITH GIVSLY PARTIES, CLIENTS, OR MEMBERS. GIVSLY PARTIES SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF GIVSLY PARTIES ARISING FROM OR RELATED TO ANY CONDUCT IN CONNECTION WITH THESE TERMS AND CONDITIONS EXCEED THE FEES DONATED HEREUNDER FOR THE RELEVANT CONSULTATION OR SURVEY IN THE MONTH SUCH LIABILITY IS ALLEGED TO HAVE ARISEN.
Givsly agrees not to seek to impose upon you liability for indirect, incidental, consequential, exemplary or punitive damages based on your performance of services under these Terms of Service, so long as such damages do not arise out of or relate to a failure by you to comply with these Terms of Service, or conduct that constitutes gross negligence or intentional misconduct. Collectively, the terms in this Section constitute the “Limitation of Liability.”
IN NO EVENT WILL THE GIVSLY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED USD $1,000 (ONE THOUSAND UNITED STATES DOLLARS). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT, SUBJECT TO APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH GIVSLY IS TO STOP USING THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT GIVSLY IS NOT LIABLE FOR ANY ACT OR FAILURE TO ACT ON ITS OWN PART, OR FOR ANY CONDUCT OF, OR COMMUNICATION OR MEMBER CONTENT POSTED WITHIN THE SERVICES BY, ANY GIVSLY SERVICE USER. IN NO CASE SHALL GIVSLY OR ITS EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS OR SHAREHOLDERS BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, SUCH LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT GIVSLY IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD GIVSLY LIABLE, FOR THE CONDUCT OR OMISSIONS OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND NONPROFITS, AND THAT THE RISK OF USING OR ACCESSING THE SERVICES AND OTHER EXTERNAL SITES, AND OF INJURY FROM THE FOREGOING, RESTS ENTIRELY WITH YOU.
25. APPLICABLE LAW, JURISDICTION, AND VENUE #
These Terms or Service, your use of the Service, and any other matter relating to Givsly will be governed by the laws of the state of New York, without regard to conflict of laws principles.
26. DISPUTE RESOLUTION BY BINDING ARBITRATION #
PLEASE READ THIS “DISPUTE RESOLUTION BY BINDING ARBITRATION” PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND GIVSLY, SUBJECT TO THE TERMS AND OPT-OUT OPTION SET FORTH BELOW.
26.1. Scope of Arbitration Provision
You and Givsly agree that any and all past, present and future dispute, claims, or causes of action arising out of or relating to your use of any of the Services, these Terms, or any other controversies or disputes between you and Givsly or any of Givsly’s affiliates, licensors, distributors, suppliers or agents, whether arising prior to or after you agreed to the Terms (collectively, “Dispute(s)”), shall be determined by arbitration, unless (A) you opt out as provided in Section 27.4 below; or (B) your Dispute is subject to an exception to this agreement to arbitrate set forth in Section 27.8. You and Givsly further agree that any arbitration pursuant to this Section shall not proceed as a class, group or representative action.
26.2. Informal Dispute Resolution
Givsly wants to address your concerns without the need for a formal legal dispute. Before filing a claim against Givsly, you agree to try to resolve the Dispute informally by contacting firstname.lastname@example.org. Similarly, Givsly will undertake reasonable efforts to contact you (if we have contact information for you) to resolve any claim we may possess informally before taking any formal action. If a Dispute is not resolved within 30 days after the email noting the Dispute is sent, you or Givsly may initiate an arbitration proceeding as described below.
26.3. We Both Agree To Arbitrate
By agreeing to these Terms of Service, you and Givsly each and both agree to resolve any Disputes through final and binding arbitration as discussed herein, except as set forth under “Exceptions to Agreement To Arbitrate” below.
26.4. Opt-Out of Agreement to Arbitrate
If you do not wish to be subject to this arbitration agreement, you may opt out of this arbitration provision by sending a written notice to email@example.com within thirty (30) days of first accepting these Terms of Service. You must date the written notice, and include your first and last name, address, and a clear statement that you do not wish to resolve disputes with Givsly through arbitration. If no written notice is submitted by the 30-day deadline, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to the exceptions set forth in 26.8 below. By opting out of the agreement to arbitrate, you will not be precluded from using the Givsly Service, but you and Givsly will not permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.
26.5. Arbitration Procedure and Fees
You and Givsly agree that the American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes in effect at the time arbitration is sought (“AAA Rules”). Those rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit and that are not waivable under applicable law. Notwithstanding any language to the contrary in this Section 26, if a party seeks injunctive relief that would significantly impact other Givsly Members as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.
You and Givsly further agree that the arbitration will be held in New York, New York, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. If Givsly elects arbitration, Givsly shall pay all of the AAA filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the AAA Rules, or in accordance with countervailing law if contrary to the AAA Rules. However, if the value of the relief sought is $10,000 or less, at your request, Givsly will pay all filing, administration, and arbitrator fees associated with the arbitration, unless the arbitrator(s) finds that either the substance of your claim or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). In such circumstances, fees will be determined in accordance with the AAA Rules. Each party shall bear the expense of its own attorneys' fees, except as otherwise required by law. This Section 26 “Dispute Resolution by Binding Arbitration” shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms of Service.
26.6. Arbitration Shall Proceed Individually
Regardless of the rules of a given arbitration forum, you and Givsly agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Givsly may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Givsly will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. “Concurrently” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.
26.7. Class Action and Collective Arbitration Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR GIVSLY SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. Any challenge to the validity of this Section 26.7 shall be determined exclusively by the arbitrator.
26.8. Exceptions to Agreement to Arbitrate
Notwithstanding your and Givsly’s agreement to arbitrate Disputes, either you or Givsly retain the following rights: you and Givsly retain the right (A) to bring an individual action in small claims court; and (B) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
26.9. Judicial Forum for Disputes
Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and Givsly agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of New York County, New York. Both you and Givsly consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
26.10. Survival and Severability of This Arbitration Provision
This Section 26 “Dispute Resolution By Arbitration” shall survive the termination or expiration of these Terms of Service. With the exception of Section 26.7 “Class Action and Collective Arbitration Waiver,” if a court decides that any part of this Section 26 is invalid or unenforceable, then the remaining portions of this Section 26 shall nevertheless remain valid and in force. In the event that a court finds that all or any portion of Section 26.7 “Class Action and Collective Arbitration Waiver” to be invalid or unenforceable, then the entirety of this Section 26 “Dispute Resolution By Arbitration” shall be deemed void and any remaining Dispute must be litigated in court pursuant to Section 26.9.
27. Severability #
Except as otherwise set forth in Section 26, if any part of these Terms of Service is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.
28. Miscellaneous #
We may terminate, suspend, change, or restrict access to all or any part of the Sites or Services without notice or liability. We may modify these Terms of Service from time to time by posting the modification(s) on our website, www.givsly.com and company.givsly.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as a Member. If you continue to participate after any modification becomes effective, then your participation will constitute acceptance of such modification.
No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
Neither these Terms of Service nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without our prior written consent (which consent we may withhold in our sole discretion), and any such assignment, delegation or transfer by you without such prior written consent shall be null and void and of no force or effect whatsoever. These Terms of Service shall be binding upon and inure solely to the benefit of you and the Givsly Parties.
As used in these Terms of Service, the word “including” shall mean “including, without limitation,” in all cases. Whenever possible, each provision of these Terms of Service shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms of Service is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms of Service, and these Terms of Service shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, by telephone at (800) 952-5210, or online at https://www.dca.ca.gov/about_us/contactus.shtml.
29. Contact us: #
353 Lexington Avenue, Suite #400
New York, NY 10016