GIVE2GETHER, INC. – END USER LICENSE AGREEMENT
This End-User License Agreement (the "Agreement") is between you, the organization retaining the service (hereinafter: “You” or “Your”) on the one hand and give2gether, Inc. on the other hand (“give2gether”).
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE ACCEPTING, AND/OR USING THE PLATFORM. THIS PLATFORM IS COPYRIGHTED, PATENTED AND LICENSED (NOT SOLD). USING THE PLATFORM CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF YOU SHALL BE CONSTRUED AS INFERENCE TO THE CONTRARY. THIS AGREEMENT MAY ALSO BE ATTACHED TO ANY DOCUMENT PROVIDED TO YOU AS A CONDITION OF RECEIPT OF THE AGREEMENT. PURCHASE ORDERS PLACED OR ANY PAYMENT MADE BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND NOT THOSE IN YOUR PURCHASE ORDER. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE ALL USE OF THE PLATFORM AND/OR RESULTS THEREOF.
The term "Organizations" means nonprofit organizations, charities and NGOs.
The term "Platform" means give2gether's proprietary web-based platform,(MaxGive™), as presented in give2gether's website - http://www.give2gether.com/ (the "Website"), as developed, operated and maintained by give2gether, accessible via the Website or any other designated partner web site, service names, domains or IP address, and/or any ancillary online or off-line products and services provided to You by give2gether, to which You are being granted access under this Agreement. give2gether reserves the right to add, change, remove and/or modify the Platform or any part thereof, including modifications to functionality, presentation and companion products.
- License. Subject to the terms and conditions of this Agreement, give2gether hereby grants You, and You hereby accept, a non-exclusive, non-sublicensable, non-transferable and fully revocable license to use the Platform, for the purpose of obtaining donations and growing an online constituency for Your charitable projects (the "Project(s)").
- Use of Platform. give2gether hereby grants You permission to use the Platform as set forth in this Agreement, provided that: (i) You will not copy or distribute any part of the Website (excluding Your own Content (as defined below)) in any medium without give2gether 's prior written authorization; (ii) You will not alter or modify any part of the Platform other than as may be reasonably necessary to use the Platform for its intended purpose; and (iii) You will otherwise comply with the terms and conditions of this Agreement and the policies set forth in the Website; (iv) You acknowledge and agree that give2gether may monitor data processed through the Platform and your visitors in the Platform, to the extent permitted by applicable law, and for the purpose of data protection, any applicable support services and/or verifying compliance with the terms and conditions set forth herein.
You agree not to use or launch any automated system, including without limitation, "robots", "spiders," "offline readers" etc., that accesses the Website in a manner that sends more request messages to the give2gether servers in a given period of time than a human can reasonably produce in the same period by using a convention on-line web browser. Notwithstanding the foregoing, give2gether grants the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of creating publicly available searchable indices of the materials in the Website, but not caches or archives of such materials. give2gether reserves the right to revoke these exceptions either generally or in specific cases, by amending this Agreement as published in the Website from time to time. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the give2gether public message boards or other communication systems provided by the Website for any commercial solicitation purposes.
- Conditional Pledges
In the event of a Conditional (“All or Nothing”) Campaign, You are responsible and liable to the donors making Conditional Pledges (as defined in the "Terms of Service" set forth in the Website, the "ToS"), to meet the terms and conditions of the campaign and to comply with such terms.
Conditional Pledges will not become Contributions (as defined in the ToS) by donors without meeting in full the terms and conditions set for such Conditional Pledges; in such event, the relevant funds will be returned or credited back to the donors in accordance with procedures set by the Payment Service Provider (as defined in the ToS).
- Account. In order to access some Platform features, You are required to create an account in order to create and update Content as defined below, (together the "Account"). You will also be responsible to have an active Payment Gateway such as IATS, SAGE, Authorise.net, PayPal Pro, USAePay or any other pre integrated Payment Gateway for collection and handling of the Contributions, and to configure the Account with such Payment Gateway. You are solely responsible for the activity that occurs on Your Account, and You must keep Your Account passwords secure. You must notify give2gether immediately of any breach of security or unauthorized use of Your Account. give2gether will not be liable for Your losses as caused by any unauthorized use of Your Account ID or any unauthorized use of Your Payment Gateway. ; You may be liable for the loss of give2gether or others due to such unauthorized use.
- Content. You are responsible for updating all text, graphical material, videos, information, and other content relating to your organization and project(s) for uploading, publication, and display on the Platform (“Content”). You warrant that the Content will be accurate and not misleading or deceptive, nor offensive, prejudice, illegal, discriminatory, defamatory or that violates the rights of, or harms or threatens others, and that Your Content has all rights necessary to use the Content as part of the Project. The Content may not compare Licensee to other charities or organizations. give2gether shall have no responsibility or liability with respect to your Content or communications with donors, in connection with the project or otherwise.
- Rights in the Platform, Trademarks, Content. The license to use the Platform does not transfer to You the title or any proprietary or intellectual property rights in or to the Platform, its design, the concepts underlying the Platform or any enhancements, improvements, and modifications made thereto, or any copyrights, patents, or trademarks, embodied or used in connection therewith, except for the rights expressly granted herein. All designs, text, graphics, pictures, video, information, applications, software, and other files and Content on the Website, including their selection and arrangement - are the proprietary and exclusive property of give2gether, with all rights reserved. The Website content may not be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part. The foregoing does not apply to Content placed by You onto the Platform as part of the Project, as legally posted by You. give2gether may access Your Content in connection with the operation and maintenance of the Platform, to comply with applicable laws, government orders and requests. and to protect itself. give2gether may remove any of Your Content, at any time, including without limitation, Content that in the sole discretion of give2gether is considered offensive, illegal, or that violates the rights, harms, or threatens others – notice of such removal will be given within 2 business days.
It is hereby acknowledged that give2gether shall own all right, title and interest in any database and/or clients base and/or other lists, contact details, operation methods, statistics and other features as to third parties, as generated from any and all activity in its Platform, and shall be entitled to use, in any manner whatsoever, including for commercial purposes, any such information. However, give2gether shall NOT be entitled to use this information without obtaining prior written permission from You. give2gether will use such information to provide statistical analysis and case studies to promote its business.
- Third Party Content and Technologies. The Website may contain links to third party websites that are not owned or controlled by give2gether. give2gether has no control over, and assumes no responsibility or liability for the content, privacy policies, or practices of any third party websites, or linking such websites to the Website. It is hereby clarified that give2gether is not responsible for any donations made through a third party website. In addition, give2gether will not and cannot censor or edit the content of any third-party website. Please note that the policies and procedures of give2gether described herein do not apply to these third-party websites. give2gether recommends that you contact these third-party websites directly for information on their privacy, security data collection and distribution policies. By using the Platform, You expressly relieve give2gether from any and all liability arising from Your use of any third-party website. The same shall apply, mutatis mutandis, to any links contained in Your Content within third party websites.
If the Platform contains any software, hardware or annexed instruments provided by third parties, they shall be subject to its applicable license and to the conditions found in separate license agreements as applicable. Please note that the Platform may contain open source code components licensed under the GNU Lesser General Public License (LGPL).
- Export Control; Regulatory Issues. You shall comply with all applicable government trade and export control laws and regulations with respect to the Platform. You agree that the Platform will not be transferred or exported into any country or used in any manner prohibited by any applicable laws in any jurisdiction. You shall be responsible for any and all qualifications required from You and the Organization you represents, under applicable law, for raising funds hereunder or while using the Platform or the Website, and give2gether shall have no responsibility nor liability for any such qualification and/or the lack thereof.
Without derogating from the generality of the foregoing, it is hereby clarified that You shall be entitled to raise funds for the Project and/or by using the Platform only if You were certified as an authorized non profit organization by give2gether, according to give2gether procedures and in its sole discretion. An authorized non-profit organization must have a 501c3 status in the USA or the equivalent in other countries. This Agreement applies to all Organizations using the Platform, whether approved as authorized non profit organization by give2gether or not. In the event that You were not authorized by give2gether as an authorized non profit organization, You shall not be entitled to raise funds for the Project or otherwise within or using the Platform. The remaining provisions of this Agreement shall apply to You, mutandis mutandis. All information and documents provided by You in the subscription form must be true and correct; You must also immediately inform give2gether of any change in such information and/or documentation.
- Fees. You shall pay give2gether the fees set forth in the subscription form submitted by You (the "Fees"). The Fees do not include federal, state and/or local sales, excise, use, and similar taxes resulting from this Agreement, to the extent applicable. Payment of the Fees is a material condition of this Agreement; non-payment of the Fees in a timely manner shall be deemed a breach of this Agreement. . give2gether shall charge all Fees due to give2gether according to the payment terms set in the subscription form. give2gether will issue an invoice to You for the Fee and payment shall be due according to the terms set forth in the invoice. Transaction Fees (%) are separate from license, professional services and any setup Fees and shall be either subtracted at the moment of the transaction or charged in retrospect based on actual volume during the previous Quarter.
- Electronic Communications. When You visit the Website or send e-mails to give2gether, You are communicating with us electronically. You consent to receive communications from us electronically, including updates regarding the Website, its activities, publications, general notices and advertisements, unless you chose not to receive such information, as must be indicated by You upon registration in the subscription form. give2gether will communicate with You by e-mail or by posting notices on the Website. You hereby agree that all agreements, notices, disclosures and other communications that give2gether provides You electronically satisfy any legal requirement that such communications be in writing.
- Term and Termination. This Agreement is effective until terminated by give2gether upon any violation by You of any of the provisions of this Agreement. Upon termination or expiration of this Agreement, rights to use the Platform shall automatically terminate. All amounts raised for the Project prior to the effective date of termination shall be transferred to You, subject to the provisions of Section 10 above. Upon termination of this Agreement, the Project shall immediately cease, and a notice to the effect shall be placed by give2gether in the Platform, on the Project's pages. In addition, the Platform shall not enable any donor to make further donations through the Platform after cessation of the Project as set forth herein. You shall indemnify give2gether for any loss expenses and/or damages incurred by give2gether pursuant to such breach or violation,(including reasonable attorneys fees), in addition to any other rights and remedies available to give2gether under applicable law. You may also terminate this Agreement at any time by ceasing the use of give2gether's Platform; provided, however, that you pay the entire amount of license, support and maintenance fees that you were to pay for the entire term of the license for which You have prescribed, and that no refunds shall be made by give2gether. If give2gethermakes a request via public announcement or press release to stop using the Platform, You will comply immediately with this request. The provisions of paragraphs 3 through 9 and 11 through 13 will survive any termination of this Agreement.
- Warranty; Limitation of Liability.
THE PLATFORM AND ALL DOCUMENTATION IN THE WEBSITE ARE LICENSED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, AND GIVE2GETHER DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; NO LICENSOR, DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. YOU HEREBY AGREE THAT IN NO EVENT SHALL GIVE2GETHER OR ITS SUPPLIERS OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION OR DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PLATFORM OR THE WEBSITE. , EVEN IF GIVE2GETHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FAILURE OF ANY ESSENTIAL PURPOSE. THIS LIMITATION IS AN ESSENTIAL PART OF THE AGREEMENT BETWEEN YOU AND GIVE2GETHER. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, GIVE2GETHER IS FOUND LIABLE FOR ANY DAMAGES OR LOSSES HEREUNDER, THEN IN NO EVENT WILL GIVE2GETHER BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT GIVE2GETHER RECEIVED FROM YOU ON ACCOUNT OF THE PROJECT GIVING RISE TO THE LIABILITY; AND IF NOT APPLICABLE, THEN THE FEES PAID BY YOU DURING THE 6 MONTHS PRECEDING TO THE EVENT GIVING RISE TO THE CLAIM. YOU ACKNOWLEDGE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK, AND THAT GIVE2GETHER WOULD NOT PROVIDE THE PLATFORM EXCEPT UNDER THE TERMS OF THIS LICENSE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
GIVE2GETHER DENIES ANY WARRANTY OR ANY GUARANTEE AS FOR THE ACCURACY OF THE INFORMATION GENERATED BY THE PLATFORM. THE INFORMATION GENERATED BY THE PLATFORM SERVES AS AN AID FOR CREATING ONLINE CAMPAIGNS AND AS A MEANS FOR RAISING FUNDS, AND SHOULD NOT BE RELIED UPON FOR ANY OTHER PURPOSE. GIVE2GETHER AND ANY OF ITS MANAGERS, DIRECTORS, EMPLOYEES, ADVISORS AND AFFILIATES, SHALL NOT BE HELD LIABLE FOR ANY DIRECT OR INDIRECT DAMAGE CAUSED TO YOU DUE TO ANY INFORMATION GENERATED FROM THE PLATFORM OR THE WEBSITE. ANY USE OR RELIANCE ON THE INFORMATION GENERATED BY THE PLATFORM OR THE WEBSITE IS MADE AT YOUR OWN RISK AND YOU HEREBY RELEASE GIVE2GETHER FROM ANY WARRANTY OR LIABILITY THERETO.
- Miscellaneous. You may not assign Your rights or obligations under this Agreement without the prior written consent of give2gether. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of the provisions of this Agreement shall remain in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. The laws of the State of New York shall govern all issues arising under or relating to this Agreement, without giving effect to the conflict of laws principles thereof. All disputes arising under or relating to this Agreement shall be resolved exclusively in the appropriate court in the New York, NY. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. This Agreement sets the entire understanding and agreement between You and give2gether, it supersedes any prior proposal, representation and understanding concerning the Platform, give2gether reserves the right to amend this Agreement at any time and without notice, and it is Your responsibility to review the Agreement for any changes. Your use of the Website following any amendment of this Agreement will signify Your assent to and acceptance of its revised terms. This Agreement shall be deemed an agreement for the benefit of third party suppliers of give2gether. If You are a corporation, partnership or similar entity, then the license to the Platform granted hereunder is deemed to be accepted by a person authorized to sign for and bind the entity.