Terms of Service
Last updated on January 8, 2021
Your membership and participation as a Volunteer or Donor (“Member”, “Platform Member” or “Program Member”; each a “User”) in Givsly Social Impact Meeting Platform (“Platform” or “Program”), your use of the websites (“Sites”) www.givsly.com and company.givsly.com and the services provided by us (“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., the sole owner and operator of Givsly, and the Givsly Social Impact Meeting Platform. By affirmatively checking the box under Givsly sign-up or by using any of our services, you agree to be legally bound by and to abide by these Terms of Service, as modified by us from time to time at our sole discretion, and that these Terms of Service, as may be amended from time to time, supersede any prior terms and conditions between you and Givsly. This is a legally binding agreement. Any breach by you of these Terms of Service may result, among other things, in immediate termination of your membership and participation in the Givsly Social Impact Platform. To note, at this time our Services are directed to users in the United States only.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. When we do this, we will post the revised Terms of Service on this page and will indicate the date of such revision.
Your continued use of the Services after the date of any such changes constitutes your acceptance of the new Terms of Service. To the extent allowed by law, the English version of these Terms of Service is binding and other translations are for convenience only. If you do not wish to accept the new Terms of Service, you may discontinue your use of the Services.
About the Givsly Social Impact Meeting 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 meet with donors and provide viewpoints and expertise on certain matters to donors. Based on profile section and donor needs, we will connect appropriate volunteers to ascertain whether they are suitable and available for a specific consultation project. This may include a telephone consultation, teleconference, online survey or other. Important to note, a Platform Member can both volunteer their time, and donate.
Meeting Volunteer & Donor Content Disclaimer
Some of the content on this Site, including without limitation, 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 by such company or entity of Givsly or an express or implied endorsement by Givsly of such company or entity. 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, which they will not disclose information that is subject to a confidentiality obligation or participate in the Meeting 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.
You agree not to disclose or attempt to use or personally benefit from any Confidential Information, as defined below, you learn on Givsly’s Social Impact Meeting 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 Givsly 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.
OVERVIEW – How it works
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 meet with donors and provide viewpoints and expertise on certain matters to donors. Volunteers can also be Donors, and vice versa. Our Platform works best when everyone contributes and participates. Based on profile section and donor needs, we will connect appropriate volunteers to ascertain whether they are suitable and available for a specific consultation project. This may include a telephone consultation, teleconference, online survey or other.
- A Givsly Member builds a profile and selects the nonprofits that they are passionate about. The Member is able to 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, selects various meeting times where they are willing to volunteer their time for a business meeting.
- A Member, if they are acting as a Donor searches for a Volunteer in the Givsly Social Impact Meeting Platform.
- The Member (acting as a Donor) will find the profile of the Member acting as a Volunteer they want to meet.
- Donor requests a meeting with Volunteer. Donor makes a Donation to the nonprofit of the Volunteer’s choice (indicated prior to meetings on Volunteer’s profile) (“Nonprofit”) in exchange for the meeting.
The Member who books the meeting will make a donation (“Donation”) to their choice from the Member who is donating their time’s supported nonprofit, which is pre-listed when the Member completes a profile. If the Member is applying Prepaid Credits (as described below), the Donation will be deducted from such Prepaid Credits (to the extent available). Of the Donation made, Givsly receives a 15% lead generation and administrative fee immediately, the payment processor receives any applicable payment processing fee, and the remainder of the Donation will be held until after the meeting is had.
There is a 24 hour dispute window in the event the meeting does not take place. If, within 24 hours of the scheduled meeting time, there is no dispute filed, the Donation will go to the selected nonprofit.
Conditions of Membership in Givsly Social Impact Meeting Platform
You may become a Member and participate in a Project if, and only if, all of the following compliance 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 Clients 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 an attorney, you agree not to consult about any clients you currently represent or 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 and to participate in Meetings. 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 Member. A Member’s participation in any Meeting with any Member is at the other Member’s sole discretion.
Members are never obligated to accept or continue any Meeting and may decline to participate or continue to participate in any Meeting at any time.
Again, at this time our Services are intended for users in the United States only.
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.
Accuracy of Information
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 your information you supplied. You agree to provide us with accurate and up-to-date biographical information on your application 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 your information is inaccurate we will notify you. If the information is not corrected it is grounds for removal from the Platform.
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.
Anti-Corruption; False or Misleading Information
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 a Meeting or these Terms of Service. 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 a Meeting or these Terms of Service including, without limitation, for the purpose of gathering information from such person for a Meeting.
Application of the Terms
By becoming a Member and using the Site 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 Meeting 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 a 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 Meeting. A Member may require you to sign a separate agreement in connection with a particular Meeting. 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 Meeting 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 typically do not participate in your interactions with Members and shall not be liable or responsible to you in any manner whatsoever for Meetings 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.
You shall only accept Meetings with Members individually arranged or explicitly approved by Givsly. If you are invited by Givsly to engage in a Meeting, you should either accept or decline the invitation within 72 hours of issuance. The time of the meeting is determined at the time of acceptance. If an accepted meeting needs to be rescheduled, please notify your meeting counterpart immediately to reschedule. If Member is a no show to the meeting the other Member has 24 hours to report the meeting did not happen. We make no representation regarding the frequency or quantity of Meeting requests that you will receive.
You release Givsly and the Givsly Parties (as defined in the Indemnification Paragraph 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 Meetings in a timely, diligent and professional manner consistent with highest industry practice.
Unless you are an active and current employee of Givsly it is understood and agreed 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. You agree that you shall be personally responsible and liable for any and all taxes and other payments due on Donations received by you for services provided under these Terms of Service (see also section 9). 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 Givsly Meetings 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.
Geographic Scope of Program
You acknowledge that (1) this Platform is intended for (i) natural persons who are citizens or other lawful residents of the United States and who are located in the United States and (ii) corporations and nonprofit organizations that are organized under the laws of the United States, its territories, and possessions, and which are located in the United States, and (2) that Givsly does not intend to offer any products or services outside the United States.
Givsly does not represent or warrant that any aspect of its Services, including information available from the Sites, complies with any law or regulation of any jurisdiction outside the United States.
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.
Use of the website
You may use Sites and the Services only for lawful purposes and in accordance with these Terms. You and 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 users without their consent;
- Post 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 User ID to another party without our consent;
- To impersonate or attempt to impersonate Givsly, a Givsly employee, another user 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 users of the website or expose them to liability.
Additionally, you agree not to:
- 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 User 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.
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, firstname.lastname@example.org.
We also reserve the right in our sole discretion to:
- Remove or refuse to post any user content from the Site for any or no reason in our sole discretion;
- Take any action with respect to any user 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 users 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 user 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 this section
Donor may be required to provide Givsly information regarding your credit card or other payment instrument (“Payment Instrument”) that is linked to the Donor’s account on the Services (a “Billing Account”). 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 User, you may have received prepaid credits from a corporate sponsor (“Sponsor”) that may be applied as a credit against a Donation for a meeting (“Prepaid Credits”). 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 User applying or receiving Prepaid Credits you acknowledge and agree to the following: (i) Prepaid Credits will expire twelve (12) months from the date of their issuance by Givsly to the Sponsor (not the date when a Member binds the Prepaid Credit to a Billing Account); (ii) if a meeting is cancelled and in case there are any resulting refund by Givsly to a Member, any payments made by Prepaid Credits will be returned as Prepaid Credits; (iii) Givsly will not refund unused Prepaid Credits; (iv) Givsly is not able to control the use of Prepaid Credits once the Prepaid Credits have been issued and Givsly cannot “claw-back” credits independently from Users.
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.
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. Users may control or be otherwise related to Charities. Givsly is not responsible for any offers, promises, rewards or promotions made or offered by Users. We do not and cannot verify the information that Users 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 User 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 email@example.com 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 User 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 User and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. We do not endorse any User, 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 User.
You may terminate your membership in Givsly Programs at any time by providing us with a written notice to firstname.lastname@example.org. Please note that you must verify your identity and request before further action is taken.
You are solely responsible for the content that you share or create in connection with your performance of services hereunder. 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 Meeting shall be solely owned by the Member who requested the Meeting 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 Meeting, 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 Meeting (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 Meeting, 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 or 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.
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 US Government embargo, or that has been designated by the US Government as a “terrorist supporting” country, and you are not listed on any US Government list of prohibited or restricted parties). Givsly Servicesmay 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 US Treasury Department's list of Specially Designated Nationals or on the US Commerce Department's Denied Party or Entity List; and (c) to any prohibited country, person, end-user, or entity specified by US export laws.
YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL GIVSLY 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 OR CLIENTS. 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 paragraph constitute the “Limitation of Liability.”
Arbitration, Governing Law and Venue
The validity, interpretation, performance and enforcement of these Terms of Service shall be governed exclusively by the laws of the State of New York without regard to the conflicts of laws principles thereof. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS SHALL BE FULLY AND EXCLUSIVELY FINALLY SETTLED BY AN ARBITRATION HELD IN NEW YORK CITY UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT FROM TIME TO TIME. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHTS YOU MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH DISPUTE, CONTROVERSY OR CLAIM RELATING TO THIS AGREEMENT. The arbitrator may grant any remedy that he or she deems just and equitable within the scope of this arbitration agreement, except that he or she may not, under any circumstance, grant a remedy inconsistent with or in violation of the Limitation of Liability. The award of the arbitrator shall be final and binding and judgment thereon may be entered in any court having jurisdiction. You hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the federal and state courts of the State of New York, waive any objection to the laying of venue in the courts of the State of New York, and agree not to plead or claim in any court of the State of New York that any claim or suit brought therein has been brought in an inconvenient forum.
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 Givsly, the Givsly Parties and Clients of Givsly. 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 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210 FREE.
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New York, NY 10036