Terms of Service
1. Introduction; Your Agreement to these Terms of Service
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A BINDING CONTRACT. Welcome to the services operated by Giving Forward, Inc. (together with its affiliate brands, “Giving Forward” or “We”) consisting of the website available at https://www.Giving Forward.org, and its network of other websites, apps, or any other products or services offered by Giving Forward (the “Giving Forward Services”). Other services offered by Giving Forward may be subject to separate terms if such terms are presented to you.
When using the Giving Forward Services, you will be subject to Giving Forward’s Community Guidelines available at https://www.givingforward.org/about-giving-forward/community/ and additional guidelines or rules that are posted on the Giving Forward Services, made available to you, or disclosed to you in connection with specific services and features.
You acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, do not access or otherwise use any of the Giving Forward Services.
Our Services:
GIVING FORWARD is an online cause marketing platform and publishing platform which as part of its mission supports other nonprofits (501c3s) through the donation of a minimum of fifty percent (50%) of GIVING FORWARD’s net advertising and sponsorship revenue, which is generated as a result of consumption of donated content and advertising by consumers. Benefiting nonprofits are individually selected from a curated list of 501c3s by the content contributors and separately the content consumers. Donation allocation decisions surrounding the 50% of net advertising revenue is accomplished through a points system where points become the method of calculation for the pro-rata allocation of revenue. A 12 points total per content consumption event is used because consumers and content creators are both given a dashboard to see how many points they have generated as a result of content consumption and content creation. For a content consumption event, 6 points are allocated to the consumer’s selected nonprofit, while 6 points are allocated to the nonprofit selected by the content creator. At the end of every month, after the total advertising revenue for GIVING FORWARD is available for calculation purposes, fifty percent (50%) of net advertising revenue is allocated for distribution to other nonprofits based on the points distribution within each nonprofit’s reported totals for said month. GIVING FORWARD retains the remaining fifty percent (50%) for operating expenses.
DEFINITIONS
Net Advertising Revenue: is the revenue received by GIVING FORWARD as a result of advertising or sponsorship of content, minus any costs directly associated with obtaining or collecting that advertising and sponsorship revenue, with said associated costs including but not limited to advertising sales commissions, sales costs, ad-serving costs or audience development costs.
Points: are the means and the process used within the GIVING FORWARD platform to allocate pro-rata percentages of net advertising revenue to the nonprofits selected by readers/viewers and content contributors (including interviewees who can be set up with their own username/account). Points are tallied by the GIVING FORWARD platform for pageviews, video views and other visitor activity which generates advertising revenue. If GIVING FORWARD determines, in its sole discretion, that technical difficulties, malfunction, error, disruption or damage or other unforeseen events compromise the administration, security, fairness, integrity, proper conduct or viability of the points system, GIVING FORWARD reserves the right to void points at issue, and/or use its sole discretion on how best to allocate points to fairly represent the actual consumption of content and advertising by bona-fide users/consumers.
Content: includes video, audio, graphical, image and written content provided for distribution via the GIVING FORWARD platform or on GIVING FORWARD websites.
Username / Account: content being posted is tied to a username/account and that username/account selects a nonprofit from GIVING FORWARD’s curated list which may be added to as needed.
Example. A celebrity sets up a Username / Account and posts an interview on GoodBuzz.org, a web property owned by GIVING FORWARD. GIVING FORWARD generates advertising revenue as a result. Celebrity designates as his/her nonprofit cause choice a popular nonprofit from our curated list. When visitors to GoodBuzz.org watch the video interview which is preceded by advertising and on a page surrounded by advertising, GIVING FORWARD allocates six (6) points to celebrity’s Username / Account, associated with the designated nonprofit. The visitors to the GoodBuzz.org site can choose to register their own Username / Account and select their favorite nonprofit from our curated list. Six (6) points are generated and added to the visitor’s Username / Account if they register and credited to their nonprofit choice, non-registered visitors will have their points allocated to a general fund or the nonprofit selected by the registrant who shared the GoodBuzz.org website with the new visitor. At the end of each month, total net advertising revenues are calculated across all content on GoodBuzz.org and other GIVING FORWARD properties. The pro-rata allocation of advertising revenue is based on the points in the various Username / Accounts and the nonprofits selected by account holders. For further clarification, specifically for the points generated as a result of celebrity’s donated content, revenue would be allocated as follows based on the points process:
- 25% of calculated net advertising revenues to the celebrity’s nonprofit choice (because automatically, 6 points of every content consumption event go to the Username / Account of the content donor/provider.
- 25% of net advertising revenues to the nonprofits the registered visitors selected from our curated list, allocated pro-rata based on visitor points. Registrants may select the same nonprofit or select one of the other curated nonprofits during the registration process or change their selected nonprofit as desired.
- Remaining 50% to GIVING FORWARD for operating expenses
2. Use of Giving Forward by Minors and Blocked Persons
The Giving Forward Services are not available to persons under the age of 13. If you are between the ages of 13 and the age of legal majority in your jurisdiction of residence, you may only use the Giving Forward Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Service.
The Giving Forward Services are also not available to any users previously removed from the Giving Forward Services by Giving Forward or to any persons barred from receiving them under the laws of the United States (such as its export and re-export restrictions and regulations) or applicable laws in any other jurisdiction.
BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE GIVING FORWARD SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE, THAT YOUR PARENT OR LEGAL GUARDIAN AGREES TO BE BOUND BY THESE TERMS OF SERVICE IF YOU ARE BETWEEN 13 AND THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION OF RESIDENCE, AND THAT YOU HAVE NOT BEEN PREVIOUSLY REMOVED FROM AND ARE NOT PROHIBITED FROM RECEIVING THE GIVING FORWARD SERVICES.
3. Privacy Notice
Your privacy is important to us. Please see our Privacy Policy for information relating to how we collect, use, and disclose your personal information.
4. Account
a. Account and Password
To open an account, you will be asked to provide us with certain information such as an email address and password. Your name may or may not be optional
You are solely responsible for maintaining the confidentiality of your account, your password and for restricting access to your computer. If you permit others to use your account credentials, you agree to these Terms of Service on behalf of all other persons who use the Services under your account or password, and you are responsible for all activities that occur under your account or password. Please make sure the information you provide to Giving Forward upon registration and at all other times is true, accurate, current, and complete.
Giving Forward reserves all available legal rights and remedies to prevent unauthorized use of the Giving Forward Services, including, but not limited to, technological barriers, IP mapping, IP blocking, mobile device ID mapping, mobile device ID blocking, and, in serious cases, directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
b. Third-Party Accounts
Giving Forward may permit you to register for and log on to the Giving Forward Services via certain third-party services. The third party’s collection, use, and disclosure of your information will be subject to that third-party service’s privacy notice. Further information about how Giving Forward collects, uses, and discloses your personal information when you link your Giving Forward account with your account on any third-party service can be found in our Privacy Notice. Third party services include but may not be limited to Google, Facebook, Twitter, LinkedIn, or Amazon.
5. Additional Terms for Users of Apple and Google Devices
If you have downloaded the service via an Apple or Google store, including the iTunes Store or Google Play, the following shall apply: You acknowledge and agree that these Terms of Service are solely between you and Giving Forward, not Apple or Google, and that neither Apple nor Google has any responsibility for the Websites. Your use of the Website must comply with Apple and Google’s store terms and conditions, including Apple’s App Store Terms and Conditions, located at http://www.apple.com/legal/internet-services/itunes/us/terms.html and Google’s Google Play Terms of Service, located at https://play.google.com/intl/en-us_us/about/play-terms/index.html. You acknowledge that Apple and Google have no obligation whatsoever to furnish any maintenance and support services with respect to the Websites. To the maximum extent permitted by applicable law, Apple and Google will have no warranty obligation whatsoever with respect to the Websites, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Service and any law applicable to Giving Forward as provider of the Website. You acknowledge that Apple and Google are not responsible for addressing any claims of you or any third party relating to the Website or your possession and/or use of the Website, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes or Google Play-sourced software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms of Service and any law applicable to Giving Forward as provider of the Website. You acknowledge that, in the event of any third party claim that the Website or your possession and use of the Website infringes that third party’s intellectual property rights, Giving Forward, not Apple or Google, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service. You and Giving Forward acknowledge and agree that Apple and Google and its and their subsidiaries, are third party beneficiaries of these Terms of Service as relates to your license of the Website, and that, upon your acceptance of these Terms of Service, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service as relates to your use of the Website against you as a third party beneficiary thereof. You represent that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and you are not listed on any U.S. Government list of prohibited or restricted parties.
6. Modification of these Terms of Service
Giving Forward may amend any of the terms of these Terms of Service by posting the amended terms. Your continued use of the Giving Forward Services after the effective date of the revised Terms of Service constitutes your acceptance of the terms.
7. License
The Giving Forward Services are owned and operated by Giving Forward. Unless otherwise indicated, all content, information, and other materials on the Giving Forward Services (excluding User Content, set out in Section 8 below), including, without limitation, Giving Forward’s trademarks and logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files, and the selection and arrangement thereof (collectively, the “Materials”) are protected by relevant intellectual property and proprietary rights and laws. All Materials are the property of Giving Forward or its subsidiaries or affiliated companies and/or third-party licensors. Unless otherwise expressly stated in writing by Giving Forward, by agreeing to these Terms of Service you are granted a limited, non-sublicensable license (i.e., a personal and limited right) to access and use the Giving Forward Services for your personal use or internal business use only.
Giving Forward reserves all rights not expressly granted in these Terms of Service. This license is subject to these Terms of Service and does not permit you to engage in any of the following: (a) resale or commercial use of the Giving Forward Services or the Materials; (b) distribution, public performance or public display of any Materials; (c) modifying or otherwise making any derivative uses of the Giving Forward Services or the Materials, or any portion of them; (d) use of any data mining, robots, or similar data gathering or extraction methods; (e) downloading (except page caching) of any portion of the Giving Forward Services, the Materials, or any information contained in them, except as expressly permitted on the Giving Forward Services; or (f) any use of the Giving Forward Services or the Materials except for their intended purposes. Any use of the Giving Forward Services or the Materials except as specifically authorized in these Terms of Service, without the prior written permission of Giving Forward, is strictly prohibited and may violate intellectual property rights or other laws. Unless explicitly stated in these Terms of Service, nothing in them shall be interpreted as conferring any license to intellectual property rights, whether by estoppel, implication, or other legal principles. Giving Forward can terminate this license as set out in Section 14.
8. User Content
Giving Forward allows you to contribute, post, or distribute content in several forms including but not limited to:
- Written content
- Video content
- Audio content
- Graphical, illustrated or pictorial content
- Streaming live and pre-recorded audio-visual works
In addition you may use services, such as chat, bulletin boards, forum postings, wiki contributions, and voice interactive services; and to participate in other activities in which you may create, post, transmit, perform, or store content, messages, text, sound, images, applications, code, or other data or materials on the Giving Forward Services (“User Content”).
You’re responsible for the content you post. This means you assume all risks related to it, including someone else’s reliance on its accuracy, or claims relating to intellectual property or other legal rights.
We can remove any content you post for any reason. In deciding whether a particular post or submitted content should be removed, we will take into account things like newsworthiness, the context and nature of the posted information, the likelihood and severity of actual or potential harms, and applicable laws. However, we need not justify our decision.
Disclaimer on Content:
The opinions expressed within the services are those of the authors and contributors. They do not purport to reflect the opinions or views of Giving Forward. Any content provided by our contributors or authors are of their opinion and are not intended to malign any religion, ethnic group, club, organization, company, individual.
a. License to Giving Forward
(i) Unless otherwise agreed to in a written agreement between you and Giving Forward that was signed by an authorized representative of Giving Forward, if you submit, transmit, display, perform, post, or store User Content using the Giving Forward Services, you grant Giving Forward and its sub-licensees, to the furthest extent and for the maximum duration permitted by applicable law (including in perpetuity if permitted under applicable law), an unrestricted, worldwide, irrevocable, fully sub-licenseable, nonexclusive, and royalty-free right to: (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content (including without limitation for promoting and redistributing part or all of the Giving Forward Services (and derivative works thereof) in any form, format, media, or media channels now known or later developed or discovered; and (b) use the name, identity, likeness, and voice (or other biographical information) that you submit in connection with such User Content. Should such User Content contain the name, identity, likeness, and voice (or other biographical information) of third parties, you represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such features and that Giving Forward and its sub-licensees are allowed to use them to the extent indicated in these Terms of Service.
(ii) With respect to streaming live and pre-recorded audio-visual works, the rights granted by you hereunder terminate once you delete such User Content from the Giving Forward Services, or generally by closing your account, except: for the reasonable time it takes to remove from backup and other systems.
b. User Content Representations and Warranties
You are solely responsible for your User Content and the consequences of posting or publishing it. You represent and warrant that: (1) you are the creator or own or control all right in and to the User Content or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, or (b) defame any other person; (3) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code. Giving Forward reserves all rights and remedies against any users who breach these representations and warranties.
c. Content is Uploaded at Your Own Risk
Giving Forward uses reasonable security measures in order to attempt to protect User Content against unauthorized copying and distribution. However, Giving Forward does not guarantee that any unauthorized copying, use, or distribution of User Content by third parties will not take place. To the furthest extent permitted by applicable law, you hereby agree that Giving Forward shall not be liable for any unauthorized copying, use, or distribution of User Content by third parties and release and forever waive any claims you may have against Giving Forward for any such unauthorized copying or usage of the User Content, under any theory. THE SECURITY MEASURES TO PROTECT USER CONTENT USED BY GIVING FORWARD HEREIN ARE PROVIDED AND USED “AS-IS” AND WITH NO WARRANTIES, GUARANTEES, CONDITIONS, ASSURANCES, OR OTHER TERMS THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS, OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.
d. Endorsements/Testimonials
You agree that your User Content will comply with the FTC’s Guidelines Concerning the Use of Testimonials and Endorsements in Advertising, the FTC’s Disclosures Guide, the FTC’s Native Advertising Guidelines, and any other guidelines issued by the FTC from time to time (the “FTC Guidelines”), as well as any other advertising guidelines required under applicable law. For example, if you have been paid or provided with free products in exchange for discussing or promoting a product or service through the Giving Forward Services, or if you are an employee of a company and you decide to discuss or promote that company’s products or services through the Giving Forward Services, you agree to comply with the FTC Guidelines’ requirements for disclosing such relationships. You, and not Giving Forward, are solely responsible for any endorsements or testimonials you make regarding any product or service through the Giving Forward Services.
e. Political Activity
Subject to these Terms of Service and the Community Guidelines, you may share political opinions; participate in political activity; provide links to a political committee’s official website, including the contribution page of a political committee; and solicit viewers to make contributions directly to a political committee. You agree, however, that these activities are entirely your own. Moreover, by engaging in these activities, you represent and warrant that you are eligible to engage in them under applicable law, and that you will abide by all relevant laws and regulations while doing so.
You agree not to solicit the use of or use any Giving Forward monetization tool (e.g., advertising revenue share or subscriptions) for the purpose of making or delivering a contribution to a candidate, candidate’s committee, political action committee, ballot committee, or any other campaign committee, or otherwise for the purpose of influencing any election. Candidates for political office are not eligible to use any Giving Forward monetization tool on their accounts or channels.
9. Prohibited Conduct
YOU AGREE NOT TO violate any law, contract, intellectual property, or other third-party right; not to commit a tort, and that you are solely responsible for your conduct while on the Giving Forward Services.
You agree that you will comply with these Terms of Service and Giving Forward’s Community Guidelines and will not:
i. create, upload, transmit, distribute, or store any content that is inaccurate, unlawful, infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable;
ii. send junk mail or spam to users of the Giving Forward Services, including without limitation unsolicited advertising, promotional materials, or other solicitation material; bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, petitions for signatures, or any of the preceding things related to promotional giveaways (such as raffles and contests); and other similar activities;
iii. defame, harass, abuse, threaten, or defraud users of the Giving Forward Services, or collect or attempt to collect, personal information about users or third parties without their consent;
iv. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Giving Forward Services or any part thereof, except and only to the extent that this activity is expressly permitted by the law of your jurisdiction of residence;
vi. interfere with or damage the operation of the Giving Forward Services or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
vii. access any website, server, software application, or other computer resource owned, used, and/or licensed by Giving Forward, including but not limited to the Giving Forward Services, by means of any robot, spider, scraper, crawler, or other automated means for any purpose, or bypass any measures Giving Forward may use to prevent or restrict access to any website, server, software application, or other computer resource owned, used, and/or licensed by Giving Forward, including but not limited to the Giving Forward Services;
viii. interfere with or disrupt the Giving Forward Services or servers or networks connected to the Giving Forward Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Giving Forward Services; use the Giving Forward Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Giving Forward Services, or that could damage, disable, overburden, or impair the functioning of the Giving Forward Services in any manner;
ix. attempt to indicate in any manner, without our prior written permission, that you have a relationship with us or that we have endorsed you or any products or services for any purpose; and
x. use the Giving Forward Services for any illegal purpose, or in violation of any local, state, national, or international law or regulation, including without limitation laws governing intellectual property and other proprietary rights, data protection, and privacy.
To the extent permitted by applicable law, Giving Forward takes no responsibility and assumes no liability for any User Content or for any loss or damage resulting therefrom, nor is Giving Forward liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter when using the Giving Forward Services. Your use of the Giving Forward Services is at your own risk. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Giving Forward Services will not contain any content that is prohibited by such rules.
Giving Forward is not liable for any statements or representations included in User Content. Giving Forward does not endorse any User Content, opinion, recommendation, or advice expressed therein, and Giving Forward expressly disclaims any and all liability in connection with User Content. To the fullest extent permitted by applicable law, Giving Forward reserves the right to remove, screen, or edit any User Content posted or stored on the Giving Forward Services at any time and without notice, including where such User Content violates these Terms of Service or applicable law, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Giving Forward Services at your sole cost and expense. Any use of the Giving Forward Services in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the Giving Forward Services.
10. Digital Millennium Copyright Act (“DMCA”) notice.
All DMCA notices should be sent to our designated agent as follows:
Attn:_Legal
Giving Forward, Inc. P.O. Box 300, 441 Central Park Ave. Scarsdale, NY 10530
212-678-2541
Email: [email protected]
11. Trademarks
GIVING FORWARD, the Giving Forward logos, and any other product or service name, logo, or slogan used by Giving Forward, and the look and feel of the Giving Forward Services, including all page headers, custom graphics, button icons, and scripts, are trademarks or trade dress of Giving Forward, and may not be used in whole or in part in connection with any product or service that is not Giving Forward’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Giving Forward, without our prior written permission. Any use of these trademarks must be in accordance with the Giving Forward Trademark Guidelines.
All other trademarks referenced in the Giving Forward Services are the property of their respective owners. Reference on the Giving Forward Services to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us or any other affiliation.
12. Third-Party Content
In addition to the User Content, Giving Forward may provide other third-party content on the Giving Forward Services (collectively, the “Third-Party Content”). Giving Forward does not control or endorse any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. Please be aware that we do not create Third-Party Content, update, or monitor it. Therefore, we are not responsible for any Third-Party Content on the Giving Forward Services.
You are responsible for deciding if you want to access or use third-party websites or applications that link from the Giving Forward Services (the “Reference Sites”). Giving Forward does not control or endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites, and makes no representations or warranties of any kind regarding the Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Giving Forward Services are solely between you and such advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.
13. Points, badges, and levels / Automated means of point collection / Ad Blocking
Giving Forward uses points to allocate donations from a pool of revenue with allocations to nonprofits based on the consumption of content and, advertising and sponsor messages. Points are typically allocated with 6 points for content consumption of ad enabled pages/videos to the reader/viewer, and 6 points to the account of the author/contributor. As a member you might be both a reader and a contributor. If you ae a registered reader/viewer points will be allocated to your selected nonprofit (from a curated list of nonprofits provided).
If you are a registered or non-registered user of the Giving Forward Services and have an Ad Blocker enabled, blocking the ads from being consumed, Giving Forward reserves the right to not credit any points to your account and nonprofit cause for your content consumption behavior. Our decision regarding the awarding of points
If you use a bot, software, instructions or third-party software for the purpose of automatically generating points, or use the Giving Forward Services in any way that provides an unfair advantage over other individuals using the platforms and services, Giving Forward reserves the right to invalidate your [points, temporarily or permanently remove your membership, subject to Giving Forward’s sole discretion.
Similarly if badges or levels were provided for entertainment purposes as a result of any behavior Giving Forward in its sole discretion deems unfair, we reserve the right to remove the badges and levels.
14. Termination
To the fullest extent permitted by applicable law, Giving Forward reserves the right, without notice and in our sole discretion, to terminate your license to use the Giving Forward Services (including to post User Content) and to block or prevent your future access to and use of the Giving Forward Services or remove User Content, including where we reasonably consider that: (a) your use of the Giving Forward Services violates these Terms of Service or applicable law; (b) you fraudulently use or misuse the Giving Forward Services; or (c) we are unable to continue providing the Giving Forward Services to you due to technical or legitimate business reasons. Our right to terminate your license includes the ability to terminate or to suspend your access to any purchased products or services, including any subscriptions, Giving Forward Prime, or Turbo accounts. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with: (i) the Giving Forward Services, (ii) any term of these Terms of Service, (iii) any policy or practice of Giving Forward in operating the Giving Forward Services, or (iv) any content or information transmitted through the Giving Forward Services, is to terminate your account and to discontinue use of any and all parts of the Giving Forward Services.
15. Disputes
a. Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Giving Forward, its affiliated companies, and each of our respective contractors, employees, officers, directors, agents, third-party suppliers, licensors, and partners (individually and collectively, the “Giving Forward Parties”) from any claims, losses, damages, demands, expenses, costs, and liabilities, including legal fees and expenses, arising out of or related to your access, use, or misuse of the Giving Forward Services, any User Content you post, store, or otherwise transmit in or through the Giving Forward Services, your violation of the rights of any third party, any violation by you of these Terms of Service, or any breach of the representations, warranties, and covenants made by you herein. You agree to promptly notify the Giving Forward Parties of any third-party claim, and Giving Forward reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Giving Forward, and you agree to cooperate with Giving Forward’s defense of these claims. Giving Forward will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
b. Disclaimers; No Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE GIVING FORWARD SERVICES AND THE CONTENT AND MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY GIVING FORWARD; (B) THE GIVING FORWARD PARTIES DISCLAIM ALL OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE GIVING FORWARD SERVICES, INCLUDING ANY INFORMATION, CONTENT, OR MATERIALS CONTAINED THEREIN; (C) GIVING FORWARD DOES NOT REPRESENT OR WARRANT THAT THE CONTENT OR MATERIALS ON THE GIVING FORWARD SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE; (D) GIVING FORWARD IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO TEXT OR PHOTOGRAPHY; AND (E) WHILE GIVING FORWARD ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE GIVING FORWARD SERVICES SAFE, GIVING FORWARD CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE GIVING FORWARD SERVICES OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GIVING FORWARD OR THROUGH THE GIVING FORWARD SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
c. Limitation of Liability and Damages
i. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL GIVING FORWARD OR THE GIVING FORWARD PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE GIVING FORWARD SERVICES, THE CONTENT OR THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM GIVING FORWARD, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO GIVING FORWARD’S RECORDS, PROGRAMS, OR SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GIVING FORWARD, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE GIVING FORWARD SERVICES EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE GIVING FORWARD SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. TO THE EXTENT THAT APPLICABLE LAW PROHIBITS LIMITATION OF SUCH LIABILITY, GIVING FORWARD SHALL LIMIT ITS LIABILITY TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW.
ii. Reference Sites
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN GIVING FORWARD AND RECEIVED THROUGH OR ADVERTISED ON THE GIVING FORWARD SERVICES OR RECEIVED THROUGH ANY REFERENCE SITES.
iii. Basis of the Bargain
YOU ACKNOWLEDGE AND AGREE THAT GIVING FORWARD HAS OFFERED THE GIVING FORWARD SERVICES, USER CONTENT, MATERIALS, AND OTHER CONTENT AND INFORMATION, SET ITS PRICES, AND ENTERED INTO THESE TERMS OF SERVICE IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND GIVING FORWARD, AND THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND GIVING FORWARD. GIVING FORWARD WOULD NOT BE ABLE TO PROVIDE THE GIVING FORWARD SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
d. Applicable Law and Venue
American Arbitration Association
Class Action Waiver: YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND GIVING FORWARD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. CLAIMS AND REMEDIES SOUGHT AS PART OF A CLASS ACTION, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE ACTION ARE SUBJECT TO ARBITRATION ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS, AND THE ARBITRATOR MAY AWARD RELIEF ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS.
16. Miscellaneous
a. Waiver
If we fail to exercise or enforce any right or provision of these Terms of Service, it will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by the relevant party.
b. Severability
If any provision of these Terms of Service is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms of Service to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
c. Assignment
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Giving Forward without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.
d. Survival
Upon termination of these Terms of Service, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 7, 8, 11, 12, and 15-17.
e. Entire Agreement
The Terms of Service, which incorporate the Community Guidelines, is the entire agreement between you and Giving Forward relating to the subject matter herein and will not be modified except by a writing signed by authorized representatives of both parties, or by a change to these Terms of Service made by Giving Forward as set forth above.
17. Requests for Information and How to Serve a Subpoena
All requests for information or documents related to potential, anticipated, or current legal proceedings, investigations, or disputes must be made using the appropriate level of legal process, and must be properly served on Giving Forward via the Harbor Compliance, Giving Forward’s national registered agent. Please find below the Delaware address for Harbor Compliance:
Giving Forward, Inc.
c/o Harbor Compliance
1830 Colonial Village Lane, Lancaster, PA 17601
Please note that Giving Forward does not accept requests for information or documents, or service of process, via e-mail or fax and will not respond to such requests. All requests must include the information you may have that will help us identify the relevant records (particularly, the Giving Forward Service at issue, e.g., www.GoodBuzz.org, and the username at issue, e.g., the Giving Forward username: http://www. GoodBuzz.org /username), the specific information requested, and its relationship to your investigation. Please also note that limiting your request to the relevant records (e.g., a limited time period) will facilitate efficient processing of your request.
The Giving Forward Services are offered by Giving Forward, Inc. P.O. Box 300, 441 Central Park Ave. Scarsdale, NY 10530
email: [email protected].
