Last Modified: December 10, 2020
The updated Terms of Service is effective as of December 10, 2020. Your continued use of the GVNGorg Platform from that day forward will be subject to the updated Terms of Service.
Welcome to the websites, online, and mobile services of GVNGorg, a California nonprofit public benefit corporation (“we” or “us”).
ACCEPTANCE OF THE TERMS OF SERVICE AGREEMENT
These Terms of Service are a contract between GVNGorg and you and govern your access to and use of the services, websites, and applications offered by GVNGorg (collectively the “Services” or “Platform”). This Agreement applies to all persons and entities who visit any of our websites and/or use the Services (“Users,” “you,” or “your”).
When creating an account (“Account”) on the GVNG Platform you will also be required to enter into an agreement with GVNGorg in order to establish a GVNG Charitable Account (“Charitable Account”).
In the event of a conflict or inconsistency between this Agreement and any Master Services Agreement (“MSA”) or other agreement between GVNGorg and a corporate entity or financial institution which is a subscriber to the Services (“Subscriber”), such MSA or other agreement shall control and govern the rights and obligations as between those parties, but not as between you and us or between you and the applicable Subscriber.
ARBITRATION NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER BELOW. IT REQUIRES THAT DISPUTES BE RESOLVED BY ARBITRATION, RATHER THAN CLASS ACTION LAWSUITS OR JURY TRIALS (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). PLEASE SEE SECTION 20 FOR MORE INFORMATION.
CHANGES TO THE TERMS OF SERVICE
The Platform offers a variety of features and functionality, including the ability to contribute to a personal or business GVNG Charitable Account established with and ultimately owned and controlled by GVNGorg, create crowdfunding websites on the GVNG Platform (a “Crowdfunding Site”) to conduct fundraising campaigns, contribute to your GVNG Charitable Account, communicate with donors, search and find charities seeking grants, and make grants from your GVNG Charitable Account.
GVNGorg’s Services enable individuals and legal entities (“Account Advisors”) to grant from a personal or business GVNG Charitable Account to nonprofit organizations that are tax-exempt as described in Section 501(c)(3) of the Internal Revenue Code and eligible to receive tax-deductible contributions in accordance with Section 170 of the Internal Revenue Code or certain foreign charitable nongovernmental organizations (collectively, “Charities” or, individual, each a “Charity”).
OPENING AND CLOSING A GVNG CHARITABLE ACCOUNT
To create a GVNG Charitable Account on the GVNG Platform, you must provide personal identifying information and be at least 18 years old. Additionally, we may receive personal information about you from Subscribers for purposes of allowing you to open a GVNG Charitable Account.
Users are not required to create a GVNG Charitable Account to make a donation to a Crowdfunding Site. Making a donation to a Crowdfunding Site does not automatically create a GVNG Charitable Account on the Platform for the User.
You may close your GVNG Charitable Account and terminate your relationship with us without cost. Any incomplete transactions or transfers must be completed or canceled if permitted. You may not close your account in certain cases, including to evade an investigation or if you have a pending transaction. No contribution to a GVNG Charitable Account will be refunded. If you close your GVNG Charitable Account you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Platform.
Your GVNG Charitable Account must be in good standing and active for your GVNG Charitable Account to remain open on the Platform. If your GVNG Charitable Account is suspended or closed by GVNGorg, then your Account on the Platform will correspondingly be suspended or closed. No fees or donations will be refunded if your GVNG Charitable Account is suspended or closed.
If you violate any provision of these Terms of Service, your permission to use the Platform will terminate automatically.
THE CHARITABLE DONATION PROCESS
ALL CONTRIBUTIONS TO YOUR CHARITABLE ACCOUNT MADE EITHER PERSONALLY OR BY DONORS THROUGH YOUR CROWDFUNDING SITE(S) ARE FINAL AND NONREFUNDABLE.
Account Advisors and Donors may contribute charitable contributions (“Funds”) that qualify for a charitable contribution deduction to the fullest extent of the law from a bank account/ACH, debit card, PayPal, or credit card into a GVNG Charitable Account directly or through a Crowdfunding Site. Users with a GVNG Charitable Account may also raise donations for deposit into their GVNG Charitable Account from Fundraising Sites for specific causes and campaigns. Account Advisors then can request GVNGorg to distribute Funds from their GVNG Charitable Account to a specific Charity. GVNGorg expects to distribute Funds to a User’s requested Charity, assuming it passes GVNGorg’s vetting and qualifications, within 30 days, but such distribution may occur up to three (3) months after the User’s request, subject to applicable laws. Donations to Charities may be made in the name of the User, in honor of someone, or anonymously.
Under certain circumstances, such as a requested Charity failing to be eligible to receive tax-deductible charitable contributions under the Internal Revenue Code, GVNGorg will not distribute the Funds as requested by the Account Advisor, in which case GVNGorg will attempt to contact the Account Advisor to provide an opportunity to recommend another Charity recipient.
Account Advisors will receive an annual emailed receipt that complies with IRS requirements regarding receipts for tax-deductible charitable donations for all Funds you deposit in your Charitable Account each year. Additionally, all donors to Crowdfunding Sites will receive a receipt that complies with IRS substantiation requirements.
You can link or unlink a debit card, credit card, PayPal account, or a U.S. bank account at certain financial institutions to your GVNG Charitable Account as a contribution or donation method. Users may also choose to allow a Subscriber, such as their bank or employer/payroll processor, to facilitate a donation on their behalf.
When you use your bank account as a method to pay fees or make a donation, you are allowing a transfer from your bank account. For these transactions, we will make electronic transfers from your bank account in the amount you authorize. You authorize us to try this transfer up to three (3) times if the initial transfer is rejected by your bank for any reason. BEFORE MAKING A PAYMENT, YOU SHOULD CONFIRM THAT YOUR BANK ACCOUNT CONTAINS FUNDS SUFFICIENT TO COVER THE PAYMENT IF FUNDED BY YOUR BANK ACCOUNT. THIS WILL HELP YOU AVOID OVERDRAFT OR OTHER FEES YOUR FINANCIAL INSTITUTION MAY CHARGE.
ACCESSING THE SERVICES
We reserve the right to withdraw or amend the Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of the Services.
You authorize us, directly or through third parties, to make any inquiries we consider necessary to verify your identity and eligibility to create GVNG Charitable Account. This may include:
- Asking you for further information, such as your date of birth, social security or taxpayer identification number, your physical address, and other information that will allow us to reasonably identify you;
- Requiring you to take steps to confirm ownership of your email address, phone number, or financial instruments;
- Verifying your information against third party databases or through other sources. We will not request credit information or order a credit report from a credit-reporting agency;
- Requiring you to provide your driver’s license or other identifying documents;
- Conducting a criminal history background check; and
- Anti-money laundering and counter-terrorism financing laws may require that we verify the required identifying information if you use certain Services.
We reserve the right to close, suspend, or limit access to the Services in the event that, after reasonable inquiries, we are unable to obtain information about you required to verify your identity.
FEES, PAYMENTS, AND DONATION PROCESSING
Fees for access to the Platform, administering your GVNG Charitable Account, and raising donations through Crowdfunding Sites are outlined in the GVNGorg Account Agreement and Policies & Fee page or MSA (if applicable). The Platform provides an interface to manage your GVNG Charitable Account, manage Crowdfunding Sites, and payment/donation methods with GVNGorg. If you fail to pay the fees and your GVNG Charitable Account is suspended or closed, your Account on the Platform will correspondingly be suspended or closed. No fees or donations will be refunded if your Account is suspended or closed.
Chargebacks. If you contact your bank or credit card company to decline, chargeback, or otherwise reverse the charge of any fees due, deposit to your account, or donation to a Fundraising Site, we may automatically suspend or terminate your access to the Platform and Fundraising Site. If you have questions about a payment made to us, we encourage you to contact us at firstname.lastname@example.org before filing a chargeback. We reserve the right to dispute any chargeback.
Grants. The Platform allows you to request that GVNGorg provide grants from your Charitable Account balance to qualifying U.S. public charities and international nongovernmental organizations. GVNGorg maintains the ultimate authority to determine whether a grant will be paid to a qualified recipient. ALL GRANTS ARE FINAL AND NONREFUNDABLE AT THE TIME THEY ARE REQUESTED.
Keep confidential any credentials you use to access the Platform. You must keep your email address and any other contact information current in your Account profile. If you choose or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and not disclose it to any other person or entity. If you do disclose your login credentials to a third party or allow a third party to use your device’s authentication feature, you are authorizing that party to use the Services. You agree that we may rely on the authority of anyone who provides your login credentials or uses your device’s authentication feature to access the Services (an “Authorized User”). We will not be liable for and will not reimburse you for any losses that may occur as a result of the use of your login credentials or your device’s authentication feature by such Authorized Users. You must notify us immediately if someone you did not authorize learns your password or other login credentials or is able to use your device’s authentication feature 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. Except as otherwise provided by law, you will indemnify each of GVNGorg and any Subscriber and hold it harmless for any loss or expense caused by any person who accesses your accounts or the Services using any password or device authentication feature as described in this Agreement.
We have the right to disable any username, password, or another identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
USER REPRESENTATIONS AND WARRANTIES; RESTRICTED ACTIVITIES
By using the Platform to make donations and grants, and solicit and receive tax-deductible donations, in addition to being subject to these Terms of Service, you hereby represent and warrant:
- You have the authority to enter into this Agreement or if you are using the Platform on behalf of an entity, organization, or company, you have the authority to bind that entity to this agreement and you agree to be bound by this Agreement on behalf of that entity.
- That you shall solely advise the use of the assets of your Charitable Account and Fundraising Site in a manner that furthers a charitable purpose as allowed pursuant to the laws, regulations, and rules applicable to 501(c)(3) public charities and as defined by GVNGorg in their sole discretion.
- You will promptly respond to all our requests for additional information about your Fundraising Site(s) in a timely and comprehensive manner.
- You have not been previously suspended or removed from the Platform.
- You have no IRS liens and have never been convicted of tax fraud, theft, or charitable fraud of any kind.
- You are not a convicted sex offender.
Additionally, in connection with your use of your Account, the Services, or in the course of your interactions with us or third parties, you must not:
- Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, fraud, unfair competition, anti-discrimination, or false advertising).
- Infringe our or any third party’s copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy.
- Act in a manner that is defamatory, trade libelous, threatening, harassing, or promote hate, discrimination of any nature or kind, violence, bullying, terrorism, or racial, religious, gender, sexual, age, marital status, disability, or ethnic intolerance.
- Provide false, inaccurate, or misleading information.
- Conduct any fundraising activities related to political campaigns and initiatives, or related to hate, discrimination, promotes violence, or any other cause that GVNGorg deems inappropriate in its sole discretion.
- You will not violate the laws, regulations, and rules applicable to 501(c)(3) public charities regarding private benefit and private inurement.
- Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us.
- Use the Services in a manner that results in or may result in complaints, disputes, or fees, fines, penalties, or other liability or losses to GVNGorg, other Users, Subscribers, third parties, or you.
- Use the Services in a manner that we, Visa, Mastercard, or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules, or for the purpose of earning rewards, perks, miles, or points with your credit card, debit card, or bank account.
- Take any action that imposes an unreasonable or disproportionately large load on, interferes, disrupts, or attempts to interfere or disrupt our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf or the Services.
- Facilitate any viruses, trojan horses, malware, worms, or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information, or the Services.
- Use an anonymizing proxy; use any robot, spider, another automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software, or routine to bypass our robot exclusion headers.
- Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers.
- Interfere with any security-related features of the Platform.
- Reverse engineer or access the Platform in order to design or build a competitive product or service or copy any ideas, features, functions, or graphics of the Services or Platform.
- Create “frame” or “mirror” any of the Platform on any other server or wireless or Internet-based device.
- Sell or otherwise transfer access to the Platform or any assets of your Fundraising Site(s), or any right or ability to view, access, or use any of your Fundraising Site(s) assets.
- Make financial transactions through the Platform if you are located in a country embargoed by the United States or are on the U.S. Treasury Department’s list of Specially Designated Nationals. If you choose to use this Platform, you are solely responsible for compliance with all applicable laws, regulations, and rules, and you consent to having your data transferred, processed and stored in the United States.
Actions We May Take if You Engage in Any Restricted Activities. If we believe that you’ve engaged in any of these activities, we may take a number of actions to protect ourselves, Subscribers, Users, or other third parties at any time in our sole discretion. The actions we make take include, but are not limited to, the following:
- Terminate this Agreement;
- Refuse to provide or limit the Services to you in the future;
- Limit your access to our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf;
- Update inaccurate information you provided us; and/or
- Take legal action against you.
If we terminate your use of the Services for any reason, we’ll provide you with notice of our actions, and any money you already deposited or raised into a GVNG Charitable Account will no longer be subject to your advice on distributions.
You are responsible for all claims, fees, fines, penalties, and other liability incurred by us, any Subscriber, User, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services.
DISCLAIMER REGARDING FUNDRAISING COUNSEL OR PROFESSIONAL FUNDRAISER
You hereby acknowledge and agree that, for purposes of state charitable solicitation laws or regulations, access and use of the Platform and related Services are not intended to cause GVNGorg, its licensors, or partners in any way to act as a professional fundraiser or fundraising counsel on your behalf. Our Platform and Services are limited to the provision of technology hosting and administration services, and the use of the Platform and any related Services do not constitute those of a fundraising counsel or professional solicitor to you or any charitable organization.
DISCLAIMER REGARDING FINANCIAL AND LEGAL ADVICE
The information on the Platform is provided for educational and information purposes only. Such information or materials do not constitute and are not intended to provide legal, accounting, or tax advice and should not be relied on in that respect. We suggest that you consult an attorney, accountant, and/or financial advisor to answer any financial or legal questions. Before you act on any information you have found on the Platform you should confirm any facts that are important to your decision. If you rely on any information or service provided through the Platform, you do so at your own risk. You understand that you are solely responsible for any damage or loss you may incur that results from your use of the Platform or any material otherwise provided by the Platform.
COURT ORDERS, REGULATORY REQUIREMENTS OR OTHER LEGAL PROCESS
If we are notified of a court order or other legal process affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including without limitation placing a hold or limitation on your account. We will decide, in our sole discretion, which action is required of us. We do not have an obligation to contest or appeal any court order or legal process involving you or the Services.
INTELLECTUAL PROPERTY RIGHTS
The Platform and all contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by GVNGorg, its licensors, or other providers of such material and are protected by the United States, foreign and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
“GVNG.org,” “GVNG.com,” “GVNGorg,” “GVNG,” and all logos related to the Services are either trademarks or registered trademarks of GVNGorg or its partners. You may not copy, imitate, modify, or use them without our prior written consent. All page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of GVNGorg. You may not copy, imitate, modify, or use them without our prior written consent. You may use HTML logos provided by us for the purpose of directing web traffic to the GVNGorg website. You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes GVNGorg or the Services, or display them in any manner that implies GVNGorg’s sponsorship or endorsement. All rights, title, and interest in and to the Platform, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of GVNGorg.
NOTICE OF CLAIMS OF INTELLECTUAL PROPERTY VIOLATIONS
The Platform may include photographs, videos, stories, information, letters, trademarks, logos, and other content uploaded or submitted by third parties or otherwise received from third parties. GVNGorg does not allow the use of content on the Platform that infringes on the copyright, trademark, other intellectual property rights, or the rights of publicity or privacy of others, and GVNGorg will remove any such content if properly notified of such violation pursuant to the process outlined below in these Terms of Service. If you believe that any of the content on the Platform infringes your (or another person’s) copyright, trademark, other intellectual property rights, or your rights of publicity or privacy, please contact the GVNGorg using the contact information provided below, and provide the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work or trademark or publicity right claimed to have been infringed, or, if you believe that multiple works, trademarks, or publicity rights have been infringed on the Platform, a representative list of such works, trademarks, or publicity rights.
- Identification of the content that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and a description reasonably sufficient to permit us to locate the content.
- Information reasonably sufficient to permit us to contact you, including an email address and/or mailing address, and telephone number.
- A statement that you have a good faith belief that use of the content in the manner complained of is not authorized by the owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please submit all of the information outlined above to email@example.com. It will take GVNGorg longer to process your notice if any of the above information is not provided, and in some cases, we may not be able to process your notice.
The Services may contain message boards, personal profiles, forums, and other interactive features (collectively “Interactive Services”) that allow Users to post, submit, publish, display, or transmit to other Users or other persons (“Post”) content or materials (collectively “User Contributions”) on or through the Services.
All User Contributions must comply with the Content Standards below. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution in connection with the Services, you grant us and our affiliates, and each of their and our respective licensees, successors, and assigns, the right to use and otherwise disclose to third parties any such material for any purpose.
You are responsible for any User Contributions you submit or contribute; you, not GVNGorg, have full responsibility for such content, including its legality, accuracy, and appropriateness; and that GVNGorg is not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other User or Subscriber.
Monitoring and Enforcement; Termination. We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates this Agreement, including the Content Standards, infringes any intellectual property right or another right of any person or entity, threatens the safety of Users, Subscribers, the public, or could create liability for GVNGorg.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services or Interactive Services.
- Terminate or suspend your access to all or part of the Services or Interactive Services for any or no reason, including without limitation, any violation of this Agreement.
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 posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS GVNGORG FROM ANY CLAIMS RESULTING FROM ANY ACTION IT TAKES DURING OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER GVNGORG OR LAW ENFORCEMENT AUTHORITIES.
We do not review material before it is posted on the GVNGorg website or in relation to the Services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Content Standards. These content standards apply to any and all User Contributions and use of the Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, foreign, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person or misrepresent your identity or affiliation with any person or organization.
- Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
Reliance on Information Posted. The information presented on or through the 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 GVNGorg website or Services, or by anyone who may be informed of any of its contents.
All statements and/or opinions expressed through User Contributions are solely the opinions and the responsibility of the person or entity submitting the post, which does not reflect the opinion of GVNGorg. We are not responsible, or liable to you or any third party, for the content or accuracy of any User Contributions.
Linking to the Website and Social Media Features. You may link to the Services, 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.
The Services may provide certain social media features that enable you to: link from your own or certain third-party websites to certain content; send emails or other communications with certain content, or links to certain content, or cause limited portions of the content of the Services to be displayed or appear to be displayed on your own or certain third-party websites. We may disable all or any social media features and any links at any time without notice at our discretion.
GETTY LICENSED MATERIAL.
Before you can use any licensed material (the “Getty Licensed Material”) provided via the Getty Images North America Wholesale PPI Agreement entered into between GVNGorg, its licensors, and Getty Images North America (the “Getty License”), you must agree (and hereby do agree) to the following terms that require you to use the Getty Licensed Material solely in a manner consistent with the rights and restrictions in the Getty License, and have the effect that:
- Getty Licensed Material may only be used in End User Works (as defined in the Getty License, which you may receive upon a request sent to us at firstname.lastname@example.org) created via gvng.org, for display solely in digital form.
- You may not sell, modify, re-use, re-sell, distribute, display, reproduce, or make any other use of the Getty Licensed Material.
- Getty Licensed Material may not be used:
- On a stand-alone basis with no other content;
- For pornographic, defamatory, or other unlawful purposes;
- In electronic templates used to create electronic or printed products;
- In physical or digital retail products, such as e-cards, calendars, posters, or screensavers;
- For the purpose of file-sharing of the image file; or
- In logos, trademarks, service marks, or any other branding or identifiers.
- If Getty Licensed Material featuring an individual(s) is used in connection with a sensitive, unflattering, or controversial subject, you must include a statement that the image is used for illustrative purposes only and the individual is a model.
- You may not activate the “right-click” function in Getty Licensed Material, remove any metadata in Getty Licensed Material, or reverse engineer, decompile, or disassemble the Getty Licensed Material to enable the download or use Getty Licensed Material on a stand-alone basis.
- No ownership or copyrights to Getty Licensed Material is granted to you.
You must indemnify GVNGorg and any applicable Subscriber for actions related to your use of the Services. You agree to indemnify GVNGorg and any applicable Subscriber for actions related to your use of the Services. You agree to defend, indemnify and hold GVNGorg and any applicable Subscriber harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of your breach of this Agreement, your improper use of the Services, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your GVNGorg account or access our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf, or any of the Services on your behalf.
LIMITATION OF LIABILITY
GVNGorg’s liability is limited with respect to your use of the Services. In no event shall GVNGorg, our Officers, Directors, Employees, Contractors, Agents, Licensors, or any Subscriber be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf, any of the Services, or this Agreement (however arising, including negligence), unless and to the extent prohibited by law.
Liability cap. Our liability and any Subscriber’s liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, neither GVNGorg nor any Subscriber is liable, and you agree not to hold such party responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) your use of, or your inability to use, our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf, or any of the Services; (2) delays or disruptions in our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf and any of the Services; (3) viruses or other malicious software obtained by accessing our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf or any of the Services or any website or service linked to our websites, software or any of the Services; (4) glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf or any of the Services or in the information and graphics obtained from them; (5) the content, actions, or inactions of third parties; (6) a suspension or other action taken with respect to your use of the Services; or (7) your need to modify your practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this Agreement or our policies.
DISCLAIMER OF WARRANTY AND RELEASE
No warranty. The Services are provided “as-is” and without any representation or warranty, whether express, implied, or statutory. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.
We do not guarantee continuous, uninterrupted, or secure access to any part of the Services, and operation of our websites, software, or systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf may be interfered with by numerous factors outside of our control. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.
AGREEMENT TO ARBITRATE
Please read this arbitration provision carefully to understand your rights. You acknowledge and agree that any claim that you may have in the future must be resolved through binding arbitration. You acknowledge and agree that you are waiving the right to a trial by jury. The rights that you would have if you went to courts, such as discovery or the right to appeal, may be more limited or may not exist with binding arbitration.
You agree that you may only bring a claim in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You further agree that the arbitrator may not consolidate proceedings or claims or otherwise preside over any form of a representative or class proceeding.
Arbitration is a method of resolving a Claim without filing a lawsuit. “Claim” means any dispute between you, GVNGorg, and/or any involved third party (including without limitation Subscribers, Foundations, and Charities) relating to this Agreement. This includes any and all Claims that relate in any way to your use of the Services, your attempted use of the Services, and any act or omission by GVNG org, its licensors, or any third party related to your use or attempted use of the Services.
You, GVNGorg, or any involved third party may pursue a Claim. GVNGorg agrees to binding arbitration should it have any Claims against you. Likewise, you agree to binding arbitration should you have any Claims against GVNGorg. By agreeing to arbitrate, you waive the right to go to court and agree instead to submit any Claims to binding arbitration. This arbitration provision sets forth the terms and conditions of our agreement to binding arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.
Exceptions to Binding Arbitration. As an exception to binding arbitration, you and GVNGorg both retain the right to pursue, in a small claims court, any claim that is within that court’s jurisdiction and proceeds on an individual (non-class) basis. GVNGorg will not demand arbitration in connection with any individual claim that you properly file and pursue in a small claims court, so long as the claim is pending only in that court. Binding arbitration also does not apply to disputes concerning trade secret misappropriation, patent infringement, copyright infringement or misuse, or trademark infringement or dilution.
Mandatory Pre-Dispute Procedures. You acknowledge and agree that before initiating any Claim (subject to the exceptions above) against GVNGorg, you will first give us an opportunity to resolve your problem or dispute. This includes sending a written description of your problem or dispute to us, including without limitation information or representations related to the Services and upon which you rely. You may send the written description to: GVNGorg, Attn: Legal, 907 Westwood Blvd Ste 414, Los Angeles, CA 90024.
You agree to negotiate with GVNGorg in good faith about your problem or dispute. If for some reason your problem or dispute is not resolved to your satisfaction within 60 days after GVNGorg’s receipt of your written dispute, you agree to the dispute resolution provisions below.
Commencement of Arbitration. You and GVNGorg agree to commence any arbitration proceeding within one (1) year after the Claim arises (including the mandatory pre-dispute procedures outlined above) and that any proceeding commenced after one (1) year shall be barred.
Arbitration Location. For your convenience, the arbitration may be conducted in the federal district where you reside, or at another place mutually agreeable to the parties.
Any claims or disputes where the total amount sought is less than $10,000 may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 or more, the right to a hearing will be determined by the arbitral forum’s rules. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
Arbitration Rules. The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”) and will be governed by the AAA Consumer Arbitration Rules, available here as of the date of this Agreement, or by calling the AAA at 1-800-778-7879. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with this Agreement. The arbitration will be conducted by a single neutral arbitrator.
Arbitration Fees. You may not have to pay any fees to arbitrate with GVNGorg. The AAA’s Consumer Arbitration Rules provide that filing fees, hearing fees and arbitrator compensation are GVNGorg’s responsibility. The parties shall each pay their own additional fees, costs, and expenses, including without limitation those for any attorneys, experts, documents, and witnesses.
Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and GVNGorg. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and this Agreement. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and GVNGorg.
Waiver of Jury Trial. YOU AND GVNGORG WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and GVNGorg are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and GVNGorg over whether to vacate or enforce an arbitration award, YOU AND GVNGORG WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 16.
Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
Opt-out. You may opt-out of this arbitration agreement. If you do so, neither you nor GVNGorg can force the other to arbitrate. To opt-out, you must notify GVNGorg in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name, address, and the email address used to set up your GVNGorg account, and an unequivocal statement that you want to opt-out of this arbitration agreement. You must mail your opt-out notice to this address: GVNGorg, Attn: Legal, 907 Westwood Blvd Ste 414, Los Angeles, CA 90024.
Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with GVNG.
EXCLUSIVE VENUE AND GOVERNING LAW
To the extent that this Agreement allows you or GVNGorg to initiate litigation in a court, both you and GVNGorg agree that all claims and disputes (whether contract, tort or otherwise), including statutory claims and disputes, arising out of or relating to the Agreement or the Services will be litigated exclusively in the United States District Court for the Central District of California. If, however, that court would lack original jurisdiction over the litigation, then all such claims and disputes will be litigated exclusively in the Superior Court of California, County of Los Angeles. You and GVNGorg consent to the personal jurisdiction of both courts.
Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent. We may transfer or assign this Agreement or any right or obligation under this Agreement at any time.
Geographic limitations. We make no claims that the Services or any of its content is accessible, appropriate, or legal outside of the United States. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Mobile third-party providers. The Services work on an application linked to a particular device and operating system, such as Apple’s iOS operating system. Your use of the Services may be subject to separate agreements you may enter into with your mobile device operating system provider (e.g., Apple, Google or Microsoft), your mobile device manufacturer (e.g., Apple, Samsung), your mobile service carrier (e.g., AT&T or Verizon), and other parties involved in providing your mobile device service, which we collectively refer to as “Covered Third Parties.”
You agree to comply with all applicable third-party terms of agreement when using the Services. We are not a party to those agreements, and we have no responsibility for the products and services provided by third parties. You acknowledge and agree that this Agreement is between you and GVNGorg, not with any Covered Third Party. You acknowledge and agree that we are solely responsible for the Services and for providing maintenance and support services for the Services.
Covered Third Parties have no warranty obligations whatsoever with respect to the Services and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure of the Services to conform to any warranty provided by us, if any, will be our sole responsibility.
We, not any Covered Third Parties, are responsible for addressing any claims relating to the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection, privacy, or similar legislation; and (iv) intellectual property claims.
- HOW TO CONTACT US
If you have any questions or concerns, please contact us at email@example.com. Communication can also be addressed to:
907 Westwood Blvd Ste 414
Los Angeles, CA 90024
California Residents. Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:
Complaints regarding the Platform or requests to receive further information regarding the Platform may be sent to the above address or to firstname.lastname@example.org. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing-impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see www.dca.ca.gov for additional information.