Term of Service
Givful Services End User License Agreement
Last Modified: January 28, 2020
This Services End User License Agreement – Individual User (this “Agreement”) is a binding contract between you (“Customer,” “you,” or “your”) and Forward It On, LLC d/b/a Givful (“Provider,” “we,” or “us”). This Agreement governs your access to and use of the software services provided by Provider under this Agreement that include, as applicable, information on nonprofit organizations, making donations, company matching information, volunteer event information, user accounts, message boards, which are further detailed on Provider’s website available at www.givful.com (the “Givful Services”).
PROVIDER PROVIDES THE GIVFUL SERVICES SOLELY ON THESE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, THE WWW.GIVFUL.COM WEBSITE TERMS OF SERVICE (the “Website Terms of Service”), AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “REGISTER” BUTTON BELOW OR BY ACCESSING OR USING THE GIVFUL SERVICES (the “Effective Date”). BY CLICKING ON THE “REGISTER” BUTTON BELOW OR BY ACCESSING OR USING THE GIVFUL SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THE WEBSITE TERMS OF SERVICE; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE GIVFUL SERVICES.
THE GIVFUL SERVICES ARE INTENDED FOR ACCESS AND USE WITHIN THE UNITED STATES. PROVIDER DOES NOT INTEND TO PROVIDE THE GIVFUL SERVICES OUTSIDE THE UNITED STATES OR TO RESIDENTS OR CITIZENS OF THE EUROPEAN UNION OR TO US CITIZENS BASED OUT OF OR LOCATED OUTSIDE THE UNITED STATES.
IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND THE WEBSITE TERMS OF SERVICE AS RELATED TO THE GIVFUL SERVICES, THE TERMS OF THIS AGREEMENT WILL CONTROL IN ALL RESPECTS UNLESS OTHERWISE EXPRESSLY NOTED.
- Access and Use.
- Provision of Access. Subject to and conditioned on your compliance with all other/the terms and conditions of this Agreement, Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Givful Services during the Term solely for your internal business operations in accordance with the terms and conditions herein. Provider shall provide you the necessary passwords and access credentials to allow you to access the Givful Services.
- Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license for you to use Provider’s user manuals, handbooks, and guides relating to the Givful Services provided by Provider to Customer either electronically or in hard copy form/end user documentation relating to the Givful (the “Documentation”), as applicable, during the Term solely for your internal business purposes in connection with use of the Givful Services.
- Use Restrictions. You shall not use the Givful Services, any software component of the Givful Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit anyone else to: (i) copy, modify, or create derivative works of the Givful Services, any software component of the Givful Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Givful Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Givful Services, in whole or in part; (iv) remove any proprietary notices from the Givful Services or Documentation; or (v) use the Givful Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
- Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Givful Services and collect and compile data and information related to Customer’s use of the Givful Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Givful Services (“Aggregated Statistics”). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You acknowledge that Provider may compile Aggregated Statistics based on information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Givful Services (excluding Aggregated Statistics, collectively, the “Customer Data”) input into the Givful Services. You agree that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
- Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP. “Provider IP” means the Givful Services, the Documentation, and all intellectual property provided to Customer in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Givful Services, but does not include Customer Data.
- Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s access to any portion or all of the Givful Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer is using the Provider IP for fraudulent or illegal activities; or (D) Provider’s provision of the Givful Services to Customer is prohibited by applicable law; or (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Givful Services (any such suspension described in subclause (i) or (ii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Givful Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Givful Services as soon as reasonably possible after the event giving rise to the Givful Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer may incur as a result of a Service Suspension.
- Customer Responsibilities.
- Acceptable Use Policy. The Givful Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in Provider’s Website Terms of Service (located at www.givful.com/term-of-service), as may be amended from time to time, which is incorporated herein by reference. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on www.givful.com from time to time, including the Website Terms of Service.
- Account Use. You are responsible and liable for all uses of the Givful Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
- Customer Data. You hereby grant to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Givful Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.
- Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Givful Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
- Third-Party Products. The Services may permit access to products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Givful Services (“Third-Party Products”). For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Givful Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.
- Service Levels. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Givful Services available.
- Fees. Customer’s access to the Givful Services is provided at no cost.
- Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Givful Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you send or transmit any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Givful Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential You hereby assign to us on your behalf all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
- Limited Warranty and Warranty Disclaimer.
- Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Givful Services are in compliance with this Agreement and the Website Terms of Service.
- THE GIVFUL SERVICES ARE PROVIDED “AS IS” AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE GIVFUL SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
- Indemnification. You shall indemnify, hold harmless, and, at Provider’s option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights; or (ii) based on Customer’s negligence or willful misconduct or use of the Givful Services in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
- Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
- Term and Termination.
- Term. The term of this Agreement begins on the Effective Date and continues until terminated.
- Termination. In addition to any other express termination right set forth in this Agreement, Provider may terminate this Agreement, for any reason upon thirty (30) days’ advance notice to you. Provider may terminate this Agreement, effective immediately, if you breach the terms of this Agreement or the Website Terms of Service. You may terminate this Agreement for any reason at any time by discontinuing your use of the Givful Services.
- Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Provider IP. Any license granted herein shall terminate immediately upon the termination of this Agreement. As applicable, no termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
- Survival. This Section 11(d), Sections 8 and 9, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.
- Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement, and that modified terms become effective on posting. You will be notified of modifications through direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Givful Services after the effective date of the modifications will be deemed acceptance of the modified terms.
- Export Regulation. The Givful Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Givful Services or the software or technology included in the Givful Services to, or make the Givful Services or the software or technology included in the Givful Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Givful Services or the software or technology included in the Givful Services available outside the US.
- Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee, in each case located in the city of Nashville and County of Davidson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address, and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Givful Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
Forward It On, LLC d/b/a Givful
5543 Edmondson Pike #5
Nashville, TN 37211