Payment processing services for “Merchants” on “Givum platform” are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to [this agreement / these terms / etc.] or continuing to operate as a “Merchant” on “Givum platform”, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of “Givum platform” enabling payment processing services through Stripe, you agree to provide “Givum platform” accurate and complete information about you and your business, and you authorize “Givum Platform” to share it and transaction information related to your use of the payment processing services provided by Stripe.
You must agree to the Terms in order to use the Service. If you use any aspect of the Service, or click to accept or agree to the Terms if presented to you in a user interface for the Service, we will understand this as your acceptance of the Terms and your agreement to all of its terms and conditions. By accepting the Terms or using the Service, you represent and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you do not accept the Terms, then you may not use Service. If you are using the Service on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such other entity to the Terms. If you do not have such authority, then you may not use the Service on behalf of your employer or such other entity and you must discontinue all such use immediately.
Givum may update the Terms at any time, and Givum will post the updated version of the Terms on the Site and the App. You understand and agree that you will be deemed to have accepted the updated Terms if you use any aspect of the Service after the updated Terms are posted. If at any point you do not agree to any portion of the Terms then in effect, you must immediately stop using the Service.
2. Provision of the Service
You are responsible for any Internet connection and telecommunications fees and charges that you incur when accessing the Service. You acknowledge and agree that Givum may make changes to any aspect of the Service at any time without notifying you in advance.
3. Termination of Service
If your Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service and to remove all card logos from your website and wherever else they are displayed, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (e) that Givum shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Account data, or export of your information or Account data.
3.2 Givum’s Right to Terminate
Givum reserves the right to deny service to any person or entity at Givum’s sole and absolute discretion. You acknowledge and agree that Givum may stop providing the Service or restrict your use of the Service at any time, without notifying you in advance, for any reason or no reason, including, without limitation, for any violation of the Terms or if Givum suspects that you have used any aspect of the Service to conduct any fraudulent or illegal activity. If Givum disables your access to your Account (as defined below), you may be prevented from accessing the Service, your Account details or any materials contained in your Account.
3.3 Your Right to Terminate
You may terminate this Agreement by closing your Account at any time. When you close your Account, any pending transactions will be cancelled. Any funds that are held in custody for you at the time of closure, less any applicable fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled.
3.4 Effect of Termination
If you voluntarily deactivate your User or Account, you may reactivate that User or Account at any time by contacting us via email at info@Givum.com. Users and Accounts terminated by Givum for any type of abuse including, without limitation, a violation of the Terms, may not be reactivated for any reason. Additionally, we will securely store your User and Account activity following deactivation or termination for our records and for fraud prevention purposes. If we reasonably suspect that your User or Account has been used for an unauthorized, illegal or criminal purpose, you expressly authorize us to share information about you, your User and/or Account, your access to the Service and any of your transactions with law enforcement.
4. Accounts and Security
4.1 Personal Users; Accounts
To access the Site generally and to make a donation through the Service, you do not need to have an account. However, to access certain aspects of the Service, you must have a personal user account (each, a “User“). You can create a User by completing the applicable registration process. To access certain other aspects of the Service, you may also be required to create a fundraising Merchant account (each, an “Account“). A “Merchant” is a User that is an individual (at least eighteen (18) years old or older), a business, or a non-profit organization that accepts payments through the Givum Services. Users may be Donating Users (as defined below) or may be authorized Account users, and multiple Users may be associated with and manage an Account. You may be required to provide information about yourself as part of the registration process or your continued use of the Service. You agree that any registration information that you submit to Givum will be correct, accurate and up to date.
4.2 DonorID – TBD
The “DonorID” feature enables users who make contributions through the Service (“Donating Users”) to store their personal contact and payment information so that they do not need to input this information each time they make a donation through the Service, and to track their prior transactions. To use DonorID, Donating Users must create a password or add an alternative method of authorization accepted by Givum.
4.3 Payments and Refunds
Givum does not retain amounts (other than applicable service charges) contributed by a Donating User, but instead these amounts are transmitted by Givum directly to one or more Accounts designated by the Donating User. These transactions are between Donating Users and recipient Accounts (“Recipients”), and Givum is not a party to these transactions. Unless otherwise noted, all currency references are in U.S. dollars. All contributions and related service charges are payable in accordance with payment terms in effect at the time such contribution is made. Givum may, from time to time, modify, amend, or supplement its pricing and billing procedures, and such changes shall be effective immediately upon posting a link to an update of the Terms or posting such changes elsewhere on the Site or the App. If there is a dispute regarding the Service in general, Givum shall have the right to terminate the applicable User or Account without prior notice.
Refunds are not available for donations, payments or gifts made through Givum. All transactions are final. However, our Service team can help research and resolve problems that arise with transactions.
At a Recipient’s discretion and based upon Recipient’s refund policy, a Recipient may issue a refund to a Donating User, and Givum cannot reverse the payment. Any donation refunded from a Recipient will be returned via the payment method the Donating User used to make the donation or via a means outside of the Services such as a paper check
If a Donating User is unable to contact the Recipient or the Recipient is unreachable, the Donating User may contact Givum by emailing info@Givum.com and specifying the request.
For the avoidance of doubt, if a credit card chargeback is initiated by a Donating User, a debit memo may be issued to the corresponding Recipient.
EACH DONATING USER ACKNOWLEDGES AND AGREES THAT ALL SERVICE CHARGES ARE NON-REFUNDABLE BY GIVUM IN WHOLE OR IN PART.
4.4 Accepted Forms of Payment
The Services support most domestic credit, debit, prepaid or gift cards with a Visa, MasterCard, American Express, or Discover logo. In addition, the Services support most international cards with these logos. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive an authorization from the applicable issuer. You agree to accept all of the cards listed in accordance with the terms of this Agreement.
4.5 Account Security
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. We cannot guarantee, however, that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
Maintaining the security of your account is very important. You are solely responsible for maintaining the confidentiality of your password/passphrase for accessing your User ID or Account. You agree to notify Givum immediately if you become aware of any unauthorized use of your password or of your User or Account.
4.6 No Transfer of User
Each User is registered to the corresponding individual user only and may not be transferred to a third party under any circumstances.
4.7 Inactive Accounts
Any Account that is inactive for more than six (6) months and has a balance of more than $10 will be subject to a $10 per month inactivity fee until the Account becomes active, including due to funds transfer requests or new transactions involving Account. Accounts with a balance of less than $10 will be subject to an inactivity fee totaling the remaining balance.
4.8 Deactivation by You
You have the right to deactivate your User or Account at any time. You may do so by following the deactivation link and instructions available on the Site or by contacting us via email at info@Givum.com. Once you deactivate your User or Account, your personal information will no longer be viewable by users of the Service. However, content previously shared with other users of the Service may remain viewable by those users until you delete such content. Deactivation of a User or an Account shall not relieve the User or the Account and its authorized users of their continued obligations under the Terms, including but not limited to obligations with respect to payment of service charges or chargebacks related thereto or other obligations to Donating Users who have made donations.
4.9 Refunds Unrelated to Donations
Please see Stripe Connected Account Agreement.
5. Use Requirements
5.1 Representations and Warranties
Please see Stripe Connected Account Agreement.
Please see Stripe Terms of Service (collectively, the “Stripe Services Agreement
5.2 Merchant Requirements
To register for an Givum Merchant account, a Merchant must provide an email address, password, street address, telephone number, tax identification number, and date of birth. You agree to provide supplemental documentation upon request. You authorize Givum, directly or through third parties, to make inquiries or verify that this information is accurate. You specifically authorize Givum to request a consumer report that contains your name and address. If at any time Givum is unable to verify that the identity information you provided is correct and up-to-date, then, unless you provide verifiable information promptly, Givum may terminate your access to your account so that you cannot accept additional payments. To qualify for a Merchant account, you must be a an individual (eighteen (18) years or older), business, or a non-profit organization located in the 50 United States or the District of Columbia.
For additional information see
Please see Stripe Connected Account Agreement.
Please see Stripe Terms of Service (collectively, the “Stripe Services Agreement)
5.3 License Grant
Subject to the terms and conditions of the Terms, Givum hereby grants you a limited, non-exclusive, personal, non-sublicensable, non-assignable license to use the Service, which may only be used in in accordance with the Terms and any rules, restrictions or documentation set forth by Givum from time to time.
In connection with the Service, you may install the App on one or more mobile devices that you own or control and that meet the minimum specifications provided by Givum.
Givum may require that you download and install updates to the App from time to time. You acknowledge and agree that Givum may update the Service with or without notifying you and add or remove features or functions to the Service at any time in its sole discretion. You acknowledge and agree that Givum has no obligation to make the Service available to you, make any subsequent versions of the Service available to you or to continue to support the Service in any way. You acknowledge that your access to the Service may not be continuous, features may change during your use of the Service, and Givum may terminate your access to the Service or stop offering the Service at any time.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Services. You are solely responsible for collecting, withholding, reporting and remitting any taxes to the appropriate tax authority. Givum is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.
6. Restrictions and Conditions of Use
6.1 Use of the Service
Givum permits you to view and use the Service solely for your own personal (in the case of Donating Users) or limited commercial use (in the case of Recipients), in either case not inconsistent with the intended purpose of the Service. For the avoidance of doubt, you may be both a Donating User and a Recipient based upon your use of the Service. You agree not to license, create derivative works from, transfer, sell or resell any information, content, materials, data or services obtained from the Service. Givum reserves the right to add or remove information, content or services from the Service at any time at its sole discretion.
6.2 Accessing the Service
You agree not to access, or attempt to access, the Service by any means other than through the user interface provided through the Site or the App. You specifically agree not to access, or attempt to access, the Service through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers), and you agree to comply with the instructions contained in any robots.txt file present on the Site or the Service.
6.3 No Violation of Laws
You agree that you will not, in connection with your use of the Service, violate any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
6.4 Use Restrictions
You may not connect to or use the Service in any way that is not expressly permitted by the Terms.
You may not: (i) remove any proprietary notices from the Service; (ii) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Service; (iii) sell, assign, rent, lease, act as a service bureau, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity without the prior written consent of Givum; or (iv) make any false, misleading or deceptive statement or representation regarding Givum or the Service.
Without limiting the foregoing, you agree that you will not: (i) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the Service (or any servers, systems or networks connected to the Service) or otherwise attempt to obstruct, disrupt or interfere with the operation of the Service or any other person’s or entity’s use of the Service (or any servers, systems or networks connected to the Service); (ii) attempt to gain unauthorized access to the Service, an Account registered to other Users, a User associated with another user, or any servers, systems or networks connected to the Service; (iii) use the Service for any commercial purpose unless consistent with the Terms and the intended use of the same, or for the benefit of any third party, or charge any person or entity, or receive any compensation for, the use of the Service, unless you are specifically authorized to do so in a separate written agreement with Givum; (iv) use the Service to develop, generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful; (iv) use the Service to perform any unsolicited commercial communication not permitted by applicable law; or (v) use the Service to engage in any activity that (A) constitutes harassment or a violation of privacy or threatens other people or groups of people; (B) is harmful to children in any manner; (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); or (D) violates any applicable law, ordinance, rule, regulation or treaty.
Without limiting the foregoing, you agree that you will not use the Service for any other unlawful, prohibited, abnormal or unusual activity as determined by Givum in its sole discretion.
Further, by registering for a Givum Merchant account, you also confirm that you will not accept payments or use the Service in connection with the following activities, items or services:
- Cash, stored value, or virtual currency services;
- Debt services;
- Gambling activities, including lotteries, casino gaming, and fantasy sports;
- Illegal activity, including illicit drugs, counterfeit goods, and deceptive practices;
- Internet auctions;
- Payment aggregation services; or
- Pornography or other adult related content, products, or services;
6.5 No Data Mining or Harmful Code
You agree that you will not (a) obtain or attempt to obtain any information from the Service including, without limitation, email addresses or mobile phone numbers of other Donating Users or Recipients or other data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Service, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the Service.
6.6 Violation of the Terms
You acknowledge and agree that you are solely responsible, and Givum has no responsibility or liability to you or any other person or entity, for any breach by you of the Terms or for the consequences of any such breach. Givum may at its option, terminate its relationship with you, or may suspend your Account immediately if it determines you are using the Service contrary to the restrictions found in this Article 6 or any other terms of the Terms.
7.1 Links from the Site
The Site may contain links to websites operated by other parties. Givum provides these links to other websites as a convenience and use of these websites is at your own risk. The linked websites are not under the control of Givum and Givum is not responsible for the content available on the other websites. Such links do not imply Givum’s endorsement of information or material on any other website and Givum disclaims all liability with regard to your access to and use of such linked websites.
7.2 Links to the Site
Unless otherwise set forth in a written agreement between you and Givum, you must adhere to Givum’s linking policy as follows: (a) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with Givum’s or its licensors’ names and trademarks; (b) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Givum; and (c) when selected by a user, the link to the Site must display the Site on full-screen and not within a “frame” on the linking website, except as permitted by Givum for purposes of embedding a campaign form onto a Recipient’s website. Givum reserves the right to revoke its consent to the link at any time and in its sole discretion.
8. Intellectual Property
The Givum name and logo are trademarks and service marks of Givum. Unless permitted in a separate written agreement with Givum, you do not have the right to use any of Givum’s trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and state trademark laws.
You acknowledge and agree that Givum, or its licensors, owns all right, title and interest in and to the Service, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the Service is protected by U.S. and international copyright laws. Further, you acknowledge that the Service may contain information that Givum has designated as confidential and you agree not to disclose such information without Givum’s prior written consent.
We, including third party partners and our affiliates, may ask you for Feedback (as further defined below) on your experience with the Services. Givum shall become the owner of any reviews, comments, suggestions or other feedback regarding the Services posted to the Services or on Givum’s social media pages (collectively, “Feedback”) and it may share with any of its affiliates. Givum will not be required to treat any Feedback as confidential and will not be liable for any Feedback posted on the Services or elsewhere. Without limitation, Givum will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere and will be entitled to use the Feedback for any commercial or other purpose whatsoever, including to advertise and promote Givum, without compensation to you or any other person sending the Feedback.
8.4 User Content
To the extent that you decide to post any content (“User Content”), including your profile information or Feedback, on the Services or on Givum’s social media pages, you agree that your User Content will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Givum all of the license rights granted herein. You acknowledge that you are responsible for whatever material you submit, and you, not Givum, have full responsibility for the Feedback, including its legality, reliability, appropriateness, originality, and copyright. Givum may refuse to accept or transmit User Content. Additionally, Givum shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your User Content. You specifically waive any “moral rights” in and to the User Content.
8.5 Copyright Agent
Givum respects the intellectual property rights of others, and requires that people who use the Service do the same. Givum maintains a policy of terminating users of the Service who engage in repeated infringing conduct. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:
- Your address, telephone number, and email address;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the alleged infringing material is located;
- A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law;
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Copyright Agent, Legal
2051 Caton St. #8196
New Orleans, La 70122
The Service is operated by Givum in the United States. If you choose to access the Service from a location outside of the United States, you do so on your own initiative and you are responsible for compliance with applicable local laws.
11. Submitted Content
11.1 Content of Communications
Givum is not the source of, does not verify or endorse and takes no responsibility for the content of communications made using the Service or any materials submitted or made available through the Service via any function which allows a user to post or share content (“Submitted Content“). By using the Service, you agree that any content that you submit may be viewable by other users of the Service. The content of communications is entirely the responsibility of the person from whom such content originated. You therefore may be exposed to content that is offensive, unlawful, harmful to minors, obscene, indecent or otherwise objectionable. Submitted Content may be protected by intellectual property rights owned by third parties. You are responsible for the content you choose to communicate and access using the Service. In particular, you are responsible for ensuring that you do not submit material that (a) is protected by copyright, contains trade secrets or otherwise is subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner; (b) is false or is a misrepresentation; (c) is offensive, unlawful, harmful to minors, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise objectionable; or (d) impersonates another person. Givum may in its sole discretion block, prevent delivery of or otherwise remove the content of communications as part of its effort to protect the Service or its customers, or otherwise enforce the terms of the Terms. Further, Givum may in its sole discretion remove such content and terminate an Account if the Recipient or any authorized user submits any content that is in breach of the Terms.
Givum does not claim ownership of any of your Submitted Content. With respect to all of your Submitted Content, you grant Givum a perpetual, irrevocable, non-terminable, transferable, worldwide, royalty-free, sublicensable, fully paid-up, non-exclusive and transferable license to use, reproduce, distribute, prepare derivative works of, display, modify, copy and perform the Submitted Content or any part of the Submitted Content in connection with the Service and Givum’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any and all media formats and through any and all media channels. You also hereby grant each user of the Service a non-exclusive license to access your Submitted Content through the Service while the Submitted Content is made available through the Service. You may take down any of your Submitted Content at any time; however, you acknowledge and agree, that Givum may still have access to such Submitted Content and that the above license granted by you to Givum will remain in effect despite your removal of the Submitted Content from the Service. You hereby represent, warrant and covenant that any Submitted Content you provide does not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified in this Section 11.2.
You acknowledge and agree that: (a) by using the Service, you may be exposed to content that you may find offensive or indecent and you do so at your own risk; (b) you are solely responsible for, and Givum has no responsibility to you or any third party for any Submitted Content that you create, submit, post or publish on or through the Service; (c) Givum does not guarantee any confidentiality with respect to your Submitted Content; and (d) Givum is not responsible for any Submitted Content provided by third parties that you may have access to through your use of the Service and all Submitted Content is the responsibility of the person from whom such Submitted Content originated. You acknowledge and agree that (i) Givum has no control over and is not responsible for the use of Submitted Content by its users, including any user that has uploaded Submitted Content to a personal device; and (ii) Givum may not be able to remove Submitted Content that is uploaded onto a user’s device. Givum does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with Submitted Content.
You acknowledge that Givum has the right to pre-screen your Submitted Content, but has no obligation to do so. At Givum’s sole discretion, any Submitted Content may be included in the Service in whole or in part in modified form. In addition, Givum and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Submitted Content that is available via the Service that violates the Terms or is otherwise objectionable including, but not limited to, being unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or violating any party’s intellectual property.
You acknowledge that your Submitted Content is your sole responsibility. You agree, under no circumstances, will Givum be liable in any way for any Submitted Content, including, but not limited to, any errors or omissions in any Submitted Content, or any loss or damage of any kind incurred as a result of the use or distribution of any Submitted Content transmitted or otherwise made available via the Service.
The Service is not directed toward children under 13 years of age, and Givum does not knowingly collect information from children under 13 or allow them to create a User or an Account or access a User or an Account. If you are under 13, please do not submit any personal information about yourself to Givum.
13. Disclaimer of Warranties
13.1 GENERAL DISCLAIMER
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GIVUM EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. GIVUM MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SERVICE. GIVUM DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SERVICE WILL BE CORRECTED; OR (e) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.
13.2 DISCLAIMER REGARDING NO RELATIONSHIP BETWEEN GIVUM AND MERCHANTS OR OTHER CHARITABLE ORGANIZATIONS
Givum does not make any representations or guarantees regarding Merchants utilizing the Service. Use of the Services in no way represents any endorsement by Givum of a Merchant’s existence, legitimacy, ability, policies, practices, or beliefs. Givum does not have control of, or liability for, goods or services that are paid for with the Service.
A charitable organization may use Givum to accept payments as a Merchant. Not all charitable organizations are tax-exempt, and not all contributions to charitable organizations are tax-deductible. Charitable organizations are responsible for correctly classifying themselves and their transactions, issuing any required reports and receipts, and making any required tax or other filings. Donors are responsible for verifying the status of organizations to which they donate and reporting their donations correctly for tax and other purposes. Givum specifically disclaims any liability in this regard.
14. Limitation of Liability; SOLE AND EXCLUSIVE REMEDY
14.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GIVUM, AND ITS AFFILIATES, LICENSORS, PROCESSORS, SUPPLIERS, NETWORKS, BANKS, AND OTHER BUSINESS PARTNERS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) (COLLECTIVELY, THE “RELATED PARTIES”), SHALL NOT BE LIABLE TO YOU, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR:
14.1.1 ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF GIVUM OR THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES;
14.1.2 THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY;
14.1.3 THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SERVICE; or
14.1.4 (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
14.2 WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF GIVUM OR ANY OF THE RELATED PARTIES EXCEED THE AMOUNT OF FEES EARNED BY GIVUM IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
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, the liability of Givum and the Related Parties shall be limited to the fullest extent permitted by law.
You agree to defend, indemnify and hold Givum and the Related Parties harmless from and against any and all claims, demands, liabilities damages and losses including, without limitation, reasonable attorneys’ fees, resulting from or arising out of (a) your use of the Service; or (b) your breach of the Terms or any other policies that Givum may issue for the Service from time to time.
16. Governing Law; Jurisdiction
The Terms is governed by Delaware law and/or applicable federal law (including the Federal Arbitration Act), without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and Givum agree that, except as otherwise provided in Article 17 below, the state and federal courts located in Wilmington, Delaware will have exclusive jurisdiction of all disputes arising out of or related to the Terms or your use of the Service and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, Givum shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.
17. Binding Arbitration
It is Givum’s goal that the Service meets your expectations and lives up to our promises to you. However, there may be instances when you feel that Givum has not fulfilled its obligations or you may have a different type of problem or dispute that needs special attention. In those instances, Givum is committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your issue. Therefore, for any problem or dispute that you may have with Givum, you acknowledge and agree that you will first give Givum an opportunity to resolve your problem or dispute. In order to initiate this dispute resolution process, you must first send us a written description of your problem or dispute within thirty (30) days of the services being performed by sending an email to: info@Givum.com or by mail to 2051 Caton St. #8196, New Orleans, La. 70122. You then agree to negotiate with Givum in good faith about your problem or dispute for at least sixty (60) days after Givum’s receipt of your written description of it. If we cannot come to a resolution, you agree to abide by arbitration procedures below.
17.1 Arbitration Procedures
You and Givum agree that, except as provided in Section 17.4 below, all disputes, controversies and claims related to the Terms (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in the Terms. In the event of a conflict between the terms set forth in this Article 17 and the JAMS Rules, the terms in this Article 17 will control and prevail.
In the event that you or Givum are not able to resolve a Dispute with American Express, or a claim against Givum or any other entity that American Express has a right to join, Exhibit B Section 3 will apply. Except as otherwise set forth in Section 17.4, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and Givum will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in the Terms, (a) you and Givum may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
The arbitration will take place in New Orleans, Louisiana, unless the parties agree to video, phone or internet connection appearances.
You and Givum agree that any arbitration shall be limited to the Claim between Givum and you individually. YOU AND GIVUM AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
17.4 Exceptions to Arbitration
You and Givum agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of Givum’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.
17.5 Arbitration Fees
If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
You and Givum agree that if any portion of this Article 17 is found illegal or unenforceable (except any portion of Section 17.4), that portion shall be severed and the remainder of the section shall be given full force and effect. If Section 17.4 is found to be illegal or unenforceable then neither you nor Givum will elect to arbitrate any Claim falling within that portion of Section 17.4 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within New Castle County, Delaware, and you and Givum agree to submit to the personal jurisdiction of that court.
18.1 Terms Revisions
The Terms may only be revised in a writing signed by Givum, or published by Givum on the Site.
18.2 Supplemental Terms
18.3 No Partnership
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Givum as a result of the Terms or your use of the Service.
Givum may assign its rights under the Terms to any person or entity without restriction. The rights granted to you under the Terms may not be assigned without Givum’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.
If any part of the Terms is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Terms shall be given full force and effect.
All provisions of the Terms that are reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
18.7 Geographic Limits of Service
The Service is controlled and operated from facilities in the United States. Givum makes no representation that materials contained on the Service or products described or offered on or via the Services are appropriate or available for use in jurisdictions outside the United States, or that the Terms comply with the laws of any other country. Accessing the Service is prohibited from territories where the Content is illegal. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws. You agree that you will not access the Service from any territory where the contents are illegal, and that you, and not Givum, are responsible for compliance with applicable local laws.
18.8 Limitation on Time to Initiate a Dispute
Unless otherwise required by law, an action or proceeding by you relating to any dispute must commence within one year from the event giving rise to the cause of action.
18.9 Attorneys’ Fees
In the event any litigation or arbitration is brought by either party in connection with the Terms, except as otherwise provided in Section 17.5, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
18.10 No Waiver
Our failure to enforce any provision of the Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Givum of any provision, condition or requirement of the Terms shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.
All notices given by you or required under the Terms shall be in writing and sent to info@Givum.com.
18.12 U.S. Government Rights
If you are, or are entering into the Terms on behalf of, any agency or instrumentality of the United States Government, the Software is “commercial computer software” and “commercial computer software documentation,” and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable.
18.13 Equitable Remedies
You acknowledge and agree that Givum would be irreparably damaged if the terms of the Terms were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of the Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.
18.14 Entire Agreement
The Terms, including the documents referenced in the Terms, constitutes the entire agreement between you and Givum with respect to the Service and supersedes any and all prior agreements between you and Givum relating to the Service.
Exhibit A – Merchant Services Agreement
Please see Stripe Connected Account Agreement.
Please see Stripe Terms of Service (collectively, the “Stripe Services Agreement)
F. Establishment Closing
If a Merchant closes any of its Establishments, Merchant must follow these guidelines:
Please see Stripe Connected Account Agreement.
Please see Stripe Terms of Service (collectively, the “Stripe Services Agreement