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Terms Of Use

Last updated on 10.05.2022

The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), are entered into by and between you individually, if you are agreeing in your personal capacity, or if you are authorized to act on behalf of a company, organization or other entity, the entity on behalf of which you act, and Give Lively LLC (“Give Lively”, “we”, or “us”), and govern your access to and use of our online platform, including but not limited to www.givelively.org, www.smalltoken.org and other websites or mobile applications (the “Platform”), and any product and services offered by Give Lively, including but not limited to the ability for a user to make, and for a nonprofit to receive, donations and other charitable gifts through the Platform, whether directly or indirectly (e.g. through Text-to-Donate) (the “Services”). These Terms of Use apply to your access and use of the Platform and Services whether as a guest or a registered user (including as an authorized person of a nonprofit subscribed to the Platform).

Please read the Terms of Use carefully before you start using the Platform. By using the Platform, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at www.givelively.org/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.

The Platform and Services are offered and available to users who are 18 years of age or older. If you are less than 18 years of age, you are only permitted to use the Services with parental or guardian consent and supervision. If you reside in a jurisdiction that restricts the use of the Services because of age, or restricts the ability to enter into contracts such as this one due to age, you must abide by such age limits and you must not use the Platform if you are not permitted to do so by such local jurisdiction. By using the Platform, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

1. Changes to the Terms of Use

You acknowledge and agree that we may revise and update these Terms of Use from time to time in our discretion, and that all changes are effective immediately when posted and apply to all access to and use of the Platform thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Platform.

Your continued use of the Platform following the posting of revised Terms of Use means that you accept the changes. You are encouraged to review these Terms of Use frequently to ensure compliance.

2. Accessing the Platform and Account Security

We reserve the right to withdraw or amend this Platform, the Services, and any other material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

You are responsible for (1) Making all arrangements necessary for you to have access to the Platform; and (2) ensuring that all persons who access the Platform through your internet connection or using your equipment are aware of these Terms of Use and comply with them.

To access the Platform or some of the resources it offers (including the ability to make a donation), you may be required to create an account and provide certain registration details or other information, including some personal data, such as your name, email address, and payment information to make donations through the Platform. It is a condition of your use of the Platform that all the information you provide is correct, current, and complete. You agree that all information you provide us to register with the Platform or otherwise is governed by our Privacy Policy, as amended from time to time and currently located at www.givelively.org/privacy-policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information, and you also agree to ensure that you exit from your account at the end of each session.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, and to terminate your account and refuse any current or future use of the Platform or Services, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

3. Integration with Social Media

We may also provide you the ability to register or otherwise link to, or integrate with the Platform, certain social media, such as Facebook®, Twitter®, Pinterest®, Google®, and others, as part of the Services or in order to provide you additional venues in which you can leverage or share the giving opportunities of the Services. Please note that in any instance with which you provide us with your login credential for such platforms, Give Lively will have access to all information related to such account(s) – as permitted by the policies of such platforms and your then current privacy settings, if applicable. By opting to provide us with your login credentials, you hereby assent to any such access and use that we may have, in accordance with our Privacy Policy. If you have any questions or concerns about such access, then we suggest you review the applicable social media platform’s policies and your privacy settings prior to providing us with any such information.

4. Intellectual Property

All right, title, and interest in and to the Platform, the Services, their entire contents, features, and functionality and related Intellectual Property (including but not limited to all software, source code, object code, assets, algorithms, application programming interface, text, displays, design, images, video, and audio) and any updates, new versions, improvements, enhancements, additions, and modifications thereof (collectively, the “Give Lively Property”) are owned by Give Lively, its licensors, or other providers of such material. “Intellectual Property” means rights and all tangible embodiments of such rights, wherever located, including but not limited to the following: (i) all trademarks, service marks or other designations of origin, whether or not registered, including all registrations and related applications, and all goodwill, associated with any of the foregoing; (ii) all copyrights, moral rights, and other rights in works of authorship, including all registrations and related applications; (iii) all inventions and ideas, whether patentable or not, and all patent rights, patents and patent applications; (iv) all know-how, trade secrets, confidential information, and other proprietary rights and information; (v) all other rights covering intangible property recognized in any jurisdiction.

These Terms of Use provide to you a revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Give Lively Property on any mobile device or tablet that you own or control and solely for your own use. Such use of the Give Lively Property and any other services, materials or information made available by Give Lively is conditioned on your continued compliance with these Terms of Use. Accordingly, you expressly acknowledge and agree that Give Lively transfers no right, title, or interest in or to the Give Lively Property.

5. Trademarks

All right, title, and interest in and to the Give Lively and Small Token word marks, stylized logos, service marks, and any other trademark, and any other Give Lively trade name, trademark, service mark, logo, or other designation of origin associated with Give Lively products or services, whether or not registered, are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Platform are the trademarks of their respective owners.

6. No Solicitation or Endorsement

The Platform and Services provide users with the ability to make a donation, and to request that the donation gets disbursed to a nonprofit selected from an aggregated list. Sometimes, we may also feature, or otherwise spotlight a nonprofit apart from the aggregated list (e.g. display the logo or provide additional information about that nonprofit) (“Feature”). You acknowledge and agree that Featuring a nonprofit on the Platform or Services does not constitute a solicitation of donations, and that Give Lively does not engage in any solicitation activities on behalf of any of the organizations that may be listed or Featured on the Platform.

Any lists or search results for nonprofits that are displayed on the Platform have been compiled by Candid – a third party vendor – are provided as a convenience to you, and are not intended to constitute advice, endorsement or recommendations of any kind. The list or search results may be updated or amended at any time. Unless otherwise expressly indicated, Give Lively does not endorse and has no affiliation with any of the organizations listed on the Platform. Similarly, any information that we may provide to you related to what nonprofits your “Facebook friends” support or “like,” is not intended to and does not constitute advice, endorsement or recommendation by Give Lively of any organization included in the Platform.

Furthermore, while we agree to use reasonable efforts in providing any information related to such organizations, we make no warranty about the accuracy, completeness, or adequacy of the information. Give Lively has not independently verified any of the information provided by Candid, Charity Navigator, or any other source we may use to provide information, and the sole and complete responsibility to assess, review and verify the suitability of any nonprofits you want to support through your donation through the Platform and Services rests entirely with you. It is your sole responsibility to review and research the nonprofits listed on the Platform and determine which, if any, you would like to request that a donation gets directed to.

7. Donations and Payment Processing

When a user selects a nonprofit that they would like to support, their donation is distributed in one of the following ways.

7.1. Directly to a Nonprofit

Nonprofits that create a Stripe, Paypal, and/or Plaid account of their own, and link that account with ours (“Connected Account”) receive donations directly. When a donation is made through the Platform, it is directed immediately to the Nonprofit’s Stripe account. Therefore, the donation tax receipt Give Lively sends a donor will represent a direct tax-deductible donation to the selected nonprofit. Once the funds have been transferred to the Connected Account's bank, Give Lively is no longer in control of the funds.

Stripe terms can be found on https://stripe.com/legal/ssa. Paypal terms can be found on https://www.paypal.com/us/webapps/mpp/ua/legalhub-full. Plaid terms can be found on https://plaid.com/legal/. Nonprofits that have not directly consented to receiving donations using the Platform cam still receive funds from donations made on the Platform, as outlined below.

7.2. Through the Give Lively Foundation to a Nonprofit

Nonprofits that have not established a Connected Account on the Platform can receive donations through Give Lively’s partner charity, the Give Lively Foundation.  The Give Lively Foundation is a charitable fund organized as a 501(c)(3) tax-exempt organization (EIN: 81-0693451) that receives tax-deductible donations made on the Platform that are designated to benefit nonprofits that have not consented to receiving donations by establishing a Connected Account on the Platform. The Give Lively Foundation receives such donations made through the Platform, and makes grants to the nonprofit selected by the donor in accordance with its grantmaking policies and procedures. The amount of the grant to the selected nonprofit is equal to the full donation amount less only third-party digital payment processing fees (unless you opted to cover the fees) and does not include any voluntary contribution added for Give Lively LLC.  To comply with federal tax laws and Internal Revenue Service regulations, the Give Lively Foundation retains legal control over any charitable contributions it receives, and also retains the authority and discretion to re-grant the funds to other nonprofits as it sees fit. Please note that your donation is first collected and processed by the Give Lively Foundation, which is the legal recipient of your donation, and your credit card or bank statement will list "Giving Basket Donation" as the "merchant of record" and not the nonprofit that you have designated to benefit from the donation.

In addition to the requirement that the nonprofit selected by you meets certain criteria, as further described below, before a disbursement is made to a particular nonprofit, a minimum of $50 (after deduction of third-party payment processing fees) is required to be received through the Platform and designated to benefit such nonprofit (“Minimum Disbursement”). In instances in which the Minimum Disbursement amount is not met, donations are generally held and disbursed as follows: (1) in cases in which the aggregate donation amount(s) received from all donors for a particular nonprofit is equal to, or greater than $50, disbursements to the designated nonprofits are made within thirty days from the last day of the previous calendar month in which the Minimum Disbursement amount was met; or (2) in instances in which the aggregate amount(s) received from all donors for a particular nonprofit is less than $50, then, at the Give Lively Foundation’s sole discretion, either: (i) a disbursement will be made to the selected nonprofit within one year from the last day of the previous calendar month in which the first donation for such nonprofit was received; or (ii) a disbursement will be made to an alternative nonprofit within one year from the last day of the previous calendar month in which the first donation for such a particular charity was received. Please note that the foregoing information applies only to nonprofits who have not subscribed to Give Lively with Connected Accounts. Connected Account holders, as described above, are not subject to the Minimum Disbursement and receive funds directly.

8. Contributions to Give Lively LLC

The Platform is free for nonprofits. You can “pay free forward” by making a voluntary contribution to Give Lively LLC during the checkout process (read more about Pay Free Forward). Voluntary contributions to Give Lively LLC are not tax-deductible contributions and have no effect on the final amount a nonprofit receives.

9. Redirection of Funds

9.1. Disbursement of Grants to Alternate Nonprofits

You acknowledge and agree that, if the Give Lively Foundation determines, in its discretion, that it would be inappropriate or improper to disburse the funds designated for a particular nonprofit, the Give Lively Foundation will disburse the grant to an alternate nonprofit selected by the Give Lively Foundation in its sole discretion.

By way of example and not limitation, such determination may be made for one or more of the following reasons: the charity (i) is no longer accepting donations, recognized as a public charity, in good standing with state or federal regulators, or a participating nonprofit in the Platform, (ii) does not or will not accept donations from the Platform, (iii) does not satisfy the then current criteria, including without limitation, the Value Statements described in Section 13 herein, (iv) has opted not to receive contributions made through the Platform, or (v) returns the donation.

9.2. Request for Refunds or Returns for Donations

As agreed in Section 7.1 and 7.2, you understand that Give Lively facilitates donations to nonprofits via several means. Your email receipt will specify the name of the 501(c)(3) nonprofit that will receive your funds. Please refer to that receipt when requesting a refund or return. 

9.3. Donations to the Give Lively Foundation

Donations made to the Give Lively Foundation are not returnable or refundable after 30 days from payment date and/or once the Give Lively Foundation has re-granted such funds. If you wish to request a refund for a donation you made to the Give Lively Foundation, please use the contact email found in your emailed receipt. We can help determine whether your request falls within these requirements. If you’d like to request a refund for a donation that falls outside of these requirements, you must contact the nonprofit directly in order to request a refund. Give Lively cannot guarantee that the nonprofit you donated to will be able to honor your request. Give Lively does not have direct control over funds once disbursed to nonprofits and will not be held responsible for refund requests that are rejected by the nonprofit.  

9.4. Donations Made Directly to a Nonprofit

Donations made directly to a nonprofit via one of Give Lively’s services are not returnable or refundable by Give Lively. You must contact the nonprofit directly in order to request a refund. Give Lively cannot guarantee that the nonprofit you donated to will be able to honor your request. Give Lively does not have direct control over funds donated directly to nonprofits and will not be held responsible for refund requests that are rejected by the nonprofit.

As agreed in Section 7.1 and 7.2, you understand that Give Lively facilitates donations to nonprofits via several means. Your email receipt will specify the name of the 501(c)(3) nonprofit that will receive your funds. Please refer to that receipt when requesting a refund or return. 

10. Payment Methods

We currently accept Visa, MasterCard, American Express, JCB, Discover, and Diners Club and ACH/Bank Accounts. Give Lively uses third party payment platforms, such as Stripe, Inc. ( “Stripe” ), Paypal, Inc. ( “Paypal” ), and Plaid, Inc. ( “Plaid” , and together with Stripe and Paypal, the “Payment Processors” ) to process credit card, debit card, and bank transactions. Although the collection of your credit card or bank account information takes place on our Platform, after your payment information is entered, it is securely transmitted to the chosen Payment Processors, which process all credit card and debit card donation/payment transactions and manage the routing of applicable customer information through the processing networks.

Give Lively is not affiliated with any Payment Processor and we are not responsible in any way for their actions or performance (or lack thereof). Accordingly, Give Lively expressly disclaims responsibility and liability for all services provided by the Payment Processors, including those related to donation/payment transactions, and you hereby agree that we shall not be responsible for any loss or damage of any sort incurred as a result of your use of such services. Additionally, since each Payment Processor will have access to the information you provide to them when making a donation/payment transaction, we recommend that you review their privacy policy – which can be accessed from their website located at www.stripe.com, www.paypal.com, and www.plaid.com respectively.

You acknowledge and agree that, for all donations/payment transactions, you will only use a valid credit or debit card or other payment method, and that for all such payment methods you are the authorized account holder. Additionally, you also acknowledge and understand that, like any tax-deductible charitable donation, your donation may not be canceled or returned once it has been processed, all donations/payment transactions are final and non-refundable as soon as a donation is processed via the Platform. If you have any questions regarding any payment transaction, please contact us by email at support@givelively.org.

When a donation is made, the Payment Processor may collect a variable processing fee depending on the payment method you select. Each Payment Processor may offer discounted transaction rates for 501(c)(3) organizations. The application process and eligibility requirements for the above mentioned discounted fee programs can be checked by contacting the Payment Processors via their respective websites.

11. Use of Funds

Please note that all donations made to nonprofits either directly or through the Give Lively Foundation through the Platform or Services are transferred or otherwise granted to nonprofits as unrestricted grants. Neither Give Lively nor the Give Lively Foundation, and none of their officers, directors, members, affiliates, licensees, and service providers monitors or controls any of the nonprofits’ activities, and none shall be responsible, in any manner or form, for the use or non-use of any funds granted through the Platform or Services to such nonprofits.

12. Prohibited Uses

You must use the Platform and Services solely as permitted by these Terms of Use or as otherwise expressly agreed in writing by Give Lively.

You agree that you will not (i) adapt, alter, modify, improve, translate, or create derivative works of the Platform or Services; (ii) attempt to access or download the technology used by Give Lively to provide the Services (other than as expressly provided by Give Lively to use the Platform) or reverse engineer, decompile, disassemble, or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Platform; (iii) provide any third party access to or use of the Platform on behalf of any third party, including as part of a time-sharing, outsourcing or service bureau environment; (iv) transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the operation of the Platform; (v) attempt to test the vulnerability of the Platform or Give Lively system or network or circumvent any security or authentication measures protecting the Give Lively Property; (vi) remove any proprietary notices or labels in documentation provided by Give Lively; (vii) use any Give Lively Property in any manner detrimental to Give Lively (including for the purpose of creating or improving any services or technology that performs similar functions or is competitive with Give Lively) or in any way that violates any applicable federal, state, local, or international law or regulation.

13. Value Statements

Furthermore, you agree that you will not use the Platform or Services to:

(i) discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status in any of your activities, programs, or operations. These activities, programs, and operations include, but are not limited to, hiring and firing of staff, employees, interns, selection of volunteers, vendors and contractors, and provision of services,

(ii) advocate against or deny the rights of women,

(iii) advocate for the sale, ownership, and/or civilian use of assault weapons, weapons of war, high capacity magazines, automatic weapons or any mechanism that can convert a firearm into an automatic weapon, or

(iv) disseminate hate speech or dangerous speech, promote or incite violence online or offline.

You acknowledge and agree that if Give Lively believes (in its discretion) that any donation has been made to an organization that engages in or in any way promotes such activities, or other activities that Give Lively in its discretion deems objectionable, we may block the transaction and refund the respective amounts.

14. Termination

You acknowledge and agree that Give Lively may (i) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform or Services, and (ii) terminate or suspend your access to all or part of the Platform or Services for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone accessing the Platform or using our Services. YOU WAIVE AND HOLD HARMLESS GIVE LIVELY AND ITS OFFICERS, DIRECTORS, MEMBERS, AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

15. Changes to the Platform and Services

You acknowledge and agree that (i) Give Lively may (in its discretion) update or modify the Services and Platform at any time for any reason, (ii) Give Lively shall have no obligation to customize, modify, or improve the Services or Platform, and (iii) the Services and Platform may be interrupted for maintenance and developments when deemed appropriate by Give Lively.

16. Reliance on Information Posted

The information presented on or through the Platform and Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

The Platform may include content provided by third parties, including materials provided by nonprofits, other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, other than the content provided by Give Lively, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Give Lively. Furthermore, if you decide to access any of the third-party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties and accept no responsibility for them or for any loss or damage that may arise from your use of them.

17. Media Features

You may link to our Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

We may provide certain features that enable you to (i) link from your own or certain third-party websites to certain content on the Platform, (ii) send emails, texts, or other communications with certain content, or links to certain content, on the Platform, and (iii) cause limited portions of content on this Platform to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and with respect to the content they are displayed with, and in a manner consistent with the other provisions of these Terms of Use. We reserve the right to disable all or any social media features and any links at any time without notice in our discretion.

18. Disclaimer of Warranties

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR OWN RISK. THE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER GIVE LIVELY NOR ANY PERSON ASSOCIATED WITH IT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM AND SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER GIVE LIVELY NOR ANYONE ASSOCIATED WITH IT REPRESENTS OR WARRANTS THAT THE CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR SERVICES OR ITEMS OBTAINED THROUGH THEM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, GIVE LIVELY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL GIVE LIVELY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM AND SERVICES, ANY WEBSITES LINKED TO THEM, AND ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR OWN RISK. THE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER GIVE LIVELY NOR ANY PERSON ASSOCIATED WITH IT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM AND SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER GIVE LIVELY NOR ANYONE ASSOCIATED WITH IT REPRESENTS OR WARRANTS THAT THE CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR SERVICES OR ITEMS OBTAINED THROUGH THEM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

20. Indemnification

You agree to indemnify and hold Give Lively, its affiliated entities and its and their officers, directors, agents, employees and representatives harmless from and against any actual or prospective loss, damage, liability, claim, demand, suit, cost and expense (including reasonable attorney fees), arising out of or relating to your (i) access or use of the Platform or Services, (ii) breach of representations and warranties hereunder, (iii) violation of any laws or these Terms of Use, (iv) infringement or misappropriation of Intellectual Property of Give Lively or any third party, (v) fraud, willful misconduct, or negligence or (vi) other acts or omissions proximately caused by you, except in each of the above cases to the extent proximately caused by fraud, willful misconduct, and gross negligence of Give Lively.

21. Governing Law; Jurisdiction; No Class Action

All matters relating to the Platform, Services and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule.

The parties irrevocably consent to the exclusive jurisdiction and venue of the federal, state, and local courts located in New York County for any dispute arising from or related to the relationship between the Parties, including these Terms of Use, and agree to bring any action solely in such courts.

YOU AND GIVE LIVELY AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR GIVE LIVELY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR GIVE LIVELY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND GIVE LIVELY FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, GIVE LIVELY, AND ALL PARTIES TO ANY SUCH PROCEEDING.

22. Entire Agreement; Severability; Waiver

These Terms of Use constitute the entire agreement between the parties relating to its subject matter and supersedes all prior agreements. If any provision of these Terms of Use is held invalid, illegal or unenforceable, the other provisions will remain in full force and effect to the greatest extent possible, provided that the omission of the invalid provision does not materially prejudice the rights of either party. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

23. Your Comments and Concerns

This website is operated by Give Lively LLC, 888 Seventh Avenue, Floor 40, New York, NY 10106.

All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: support@givelively.org.