GROW YOUR BUSINESS WITH GIVING

Welcome to GivCloud LLC("Company", "we", "us" or GivCloud). The following terms and conditions (together with any documents referred to in them) ("Terms of Use") apply to your use of givcloud.com, the GivCloud platform, and related GivCloud applications including any content, functionality and services offered on or through GivCloud including any of our mobile applications (the "Platform"), whether as a guest, merchant or brand, charity or cause, a registered user, or in any capacity whatsoever. GivCloud intends to operate worldwide through affiliates in selected jurisdictions and these related entities shall be deemed included herein as part of the term GivCloud. Please read the Terms of Use carefully before you start to use the Platform.

By using the Platform or by otherwise clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to abide by these Terms of Use and our Privacy Policy, found at http://about.givcloud.com/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must exit the Platform.

We may revise and update these Terms of Use from time to time in our sole discretion. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. All material changes will apply prospectively only. Any changes to the governing law and/or dispute resolution procedures shall not apply to any disputes for which the parties had actual notice as of the date the change was posted on the Platform. Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes.

GivCloud is an online community that connects passionate cause supporters to caring brands that drives more sales and marketing exposure. In exchange, the brands or merchants offer a performance based, small contribution to their customer’s favorite charity or cause. It is the ultimate win-win-win proposition. Participants on the Platform organize their interests, may make offers to negotiate, browse the collections of interested parties, connect with friends and others, vouch for businesses (including brands/merchants) and causes, get recommendations around their interests, gain rewards and benefits, assist designated causes, and otherwise share rewards and benefits (the “Services”) through the Platform GivCloudand any other online areas owned, used or operated by us, such as our Facebook page and mobile phone applications developed internally or created externally. GivCloud is an evolving social commerce site that uses a loyalty based rewards system to allow those who use the Platform to experience a value added proposition.

GivCloud is designed to be a premier social network site that provides a unique proposition to allow for the attainment of goals while supporting causes. Individual Users like “you” choose your favorite cause or charity and we connect you with your favorite merchants and brands, participants and potential participants, so you can check in and Vouch at locations, learn about updates and incentives and interact with others via tools made available by and through GivCloud. When you use the Platform or other affiliated sites and apps, you will be connected to selected brands and merchants that generate contributions towards your personal and favorite cause when you interact with them. We may also connect you directly with brand/merchants in your area that you may or may not be familiar with. Interactions can be through features such as Vouch, V-Message or through the purchase of products or services, obtaining updates or participating in various offers. As more participants join in, new connections will be added to your network. You may always make adjustments to your profile to limit your participation but we hope you will take full advantage of what is offered.

The Services may include the opportunity to sell special promotional items, which consist of products and/or services from and through third party merchants. The Services also include a Rewards Program (as described below) that is based on “Good Coins,” which is a form of a loyalty or points system. The Services and Platform are collectively referred to here as "GivCloud."

To make use this Platform, you represent and warrant that you are 13 years of age or older, but are of legal age (generally 18 or older) to form a binding contract and make any purchases or otherwise engage and participate in any Services or activity on the Platform.

Access to the Platform is permitted on a temporary basis, and we reserve the right to withdraw or amend any service 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 making all arrangements necessary for you to have access to the Platform.

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current and complete.

If you choose, or you 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 third party. You agree to immediately notify Company of any unauthorized use of your user name or password or any other breach of security, and ensure that you exit from your account at the end of each session. 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.

You are responsible for ensuring that all persons who access the Platform through your internet connection are aware of these Terms of Use, and that they comply with them. Where your unique identification information (user name and password) is used, you alone are fully responsible for any activity and we may assume such activity has been undertaken by you.

We have the right to disable any user identification code or password, whether chosen by you or provided by us, at any time, for any reason, including, if in our opinion, you have failed to comply with any provision of these Terms of Use.

The entire contents of the Platform (including all information, connections between merchants or brands and charities or causes, software, text, displays, images, video and audio and related) and the design, selection and arrangement thereof, are owned by the Company or its licensors and are protected by United States and international laws regarding copyrights, trademarks, trade secrets and other intellectual property or proprietary rights.

You are permitted to use the Platform for your personal, non-commercial use only or legitimate business purposes related to your role as a current or prospective customer and brand, cause, supplier or distributor of the Company. You must not copy, modify, create derivative works of, publicly display or perform, republish, download or store, or transmit any of the material on the Platform without the prior written consent of the Company, except to:

• Store copies of such materials temporarily in RAM.
• Store files that are automatically cached by your Web browser for display enhancement purposes.
• Print a reasonable number of pages of the Platform for a permitted use.

You must not:

• Modify the paper or digital copies of any materials from the Platform.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark and other proprietary notices appearing on such materials.

You must not reproduce, sell or exploit for any commercial purposes any part of the Platform other than for its intended purpose, access to the Platform or use of the Platform or any services or materials available through the Platform without obtaining a license to do so from the Company or its applicable licensor. If you wish to make any use of material on the Platform other than that set out above, please address your request to: copyright@givcloud.com.

If you print, copy, modify, download or otherwise use any part of the Platform in breach of the Terms of Use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Platform or any content on the Platform are transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

The Company name, the terms GivCloud, the Company logo and all related names, logos, product and service names, designs and slogans 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, brands and marks are used for identification purposes only and are the trademarks of their respective owners.

Users of the Platform, including brands/merchants and Causes, grant to GivCloud a non-exclusive worldwide license and right to use, reproduce, license, display, maintain, distribute and transmit the name of the “Brand” and “Merchant” and “Cause”, logo and any trademarks ("Marks") and any photographs, graphics, artwork, text and other content provided or specified by Brand or Merchant or User ("Content") in connection with the Services and relationships, in any and all media or formats in which such Services are marketed, promoted, transmitted, sold, or distributed, including but not limited to, on the Platform.

You may use the Platform only for lawful purposes and in accordance with these Terms of Use and agree not to use the Platform:

• In any way that violates any applicable federal, state, local and international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms.
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
• To impersonate or attempt to impersonate the Company or a Company employee, another user, or person or entity (including, without limitation, the use of e-mail addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform or expose them to liability.

Additionally, you agree not to:

• Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform.
• Use any robot, spider or other automatic device, process or means to access the Platform.
• Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Platform.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform.
• Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Platform.

GivCloud has a built in reward mechanism whereby users may collect rewards for their designated charities or causes from participating merchants or brands in the form of Good Coins based on their participation on the Platform. Good Coins may be earned in a variety of ways as designated by the contributing merchants, brands or GivCloud. Additionally, brands may also offer users (also known as "Brand Ambassadors") the ability to earn Good Coins for their designated cause based on the purchases of people or organizations that they have successfully invited to join GivCloud. Merchants may opt to allocate Good Coins to the user’s cause based on the activities of the user. The amount of Good Coins awarded may be promotion or campaign specific and is at all times at the discretion of GivCloud and may change in whole or in part as determined by GivCloud and without prior notice. GivCloud retains the right to interpret the rules with respect to the Rewards Program in its sole discretion and you hereby agree to our interpretation.

Additionally and except as otherwise provided or explicitly agreed, Good Coins are not returnable or refundable for cash, except where required by law or explicitly stated in advance by GivCloud. Resale of Good Coins, except where required by law, without the expressed permission of GivCloud is strictly prohibited.

Good Coins expire three years after the date of issuance or purchase, except where expiration is prohibited by law.

Causes pay a processing fee to be withheld from their owed payment on all contributions directed to them. The fee is calculated per directed transaction generating new contribution to causes. The fee is the lesser of: 2.9% plus $0.30 per user directed contribution, or 20% of the user directed contribution.

GivCloud will allocate Good Coins to a user's nominated cause. A Cause may be a non-profit, charity or other appropriate specific nominee. A Cause must first register with GivCloud or have its profile created under the “Unclaimed Profile” section in order to be selected by a user as their chosen Cause and receive Good Coins. Users can “create” or add a cause to the platform if it is not available and it will be included as an unclaimed profile that they and others can collect contributions for. GivCloud will attempt to contact the cause in order to claim their profile and start collecting contributions.

If a Cause does not register to participate or becomes ineligible, the user will have a chance to select a different Cause or we will redistribute donations earned among other participating Causes.

Causes should not incite hatred, be jingoistic, be offensive or violate any applicable federal, state, local and international law or regulation. GivCloud reserves the right to remove any cause from the GivCloud Platform that GivCloud, at its sole discretion, deems to be inappropriate. Any Cause that is removed from the GivCloud Platform or suspended will automatically lose their right to any accumulated Good Coins. GivCloud does not guarantee the legitimacy of a particular cause and does not choose the cause. The community is responsible for alerting GivCloud of any Cause that appears to be inconsistent with the spirit of GivCloud or is otherwise suspect.

Merchants/Brands are an integral and necessary cog in the GivCloud system and sit between the user/cause supporter and the Cause. It is a win-win-win relationship in which Brands demonstrate their caring in Causes that are connected in showcasing their products and services to the caring public. You, the Brand, will increase your effectiveness in marketing and sales campaigns by getting more potential individuals aware of your brand through targeted corporate social responsibility activity. GivCloud provides the platform and tools to reach, engage and acquire new prospective customers. In addition we provide the merchant/brand with the possibility for meaningful interaction with your network and the GivCloud community in a manner that benefits Causes and our collective communities. Together, we make the world a better place with a win-win-win relationship.

You, the Brand, should regularly verify the list of Causes with respect to your network of users. You may want to remove some causes deemed inconsistent with your overall brand concept and we authorize this aspect and will assist accordingly in taking reasonable efforts to screen causes but we can’t make any guarantees in this regard. GivCloud is designed to be a community of caring and responsible participants and we reserve all rights to monitor and take those actions we deem appropriate and consistent with the desires and image of those Brands participating on the platform.

The Platform’s success relies extensively on its interaction with Causes and the Company has devoted substantial resources in this regard. You, the Cause, agree to remain loyal to the Company’s and the related community. During the term of your participation and for two (2) years after the relationship has terminated, notwithstanding the cause of termination, you will not engage directly or indirectly in activities that compete with the Company and will not directly or indirectly, collaborate with, consult with, own, invest in, direct, or aid any company or person engaged in competition with the Company. The geographical area with respect to a competing business covered by this covenant shall cover a world-wide global basis given the global reach of the internet and the Company’s global business. A company or person is in competition with the Company if it solicits business, performs services, or delivers goods that are substantially similar to the core Company proposition and process.

The information presented on or through the Platform 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.

We may update the Platform from time to time, but its content is not necessarily complete or up-to-date. We may change the Platform at any time with or without notice. We may suspend access to the Platform, or close it indefinitely. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

We collect and use information about you in accordance with our Privacy Policy. By using the Platform, you consent to such collection and use and you represent and warrant that all data provided by you is accurate.

You may link to our homepage, 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 where none exists. You must not establish a link from any website that is not owned by you. The Platform must not be framed on any other site, nor may you create a link to any part of the Platform other than the homepage. The website from which you are linking must comply in all respects with the Content Standards set out in these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links from Causes, Brands, advertisers, event organizers, including banner advertisements. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

You understand that GivCloud does not have control over websites that we may link to. The Platform may contain links to third party websites that are not owned, operated, or controlled by GivCloud. Therefore, we cannot and do not assume responsibility for the content, privacy policies, or practices of such websites or the companies that own them. Additionally, we cannot and will not censor or edit the content of any third party site. By using GivCloud you expressly relieve us from any and all liability arising from your use of any third party website.

The communications between you and GivCloud use electronic means, whether you visit the Platform or send us emails, or whether GivCloud posts notices on the Platform or communicates with you via email. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that GivCloud provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data. 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 Platform or to your downloading of any material posted on it, or on any website linked to it.

Your use of the Platform, its content and any services or items obtained through the Platform is at your own risk. The Platform, its 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 the Company nor any person associated with the Company makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the Platform. Without limiting the foregoing, neither the Company nor anyone associated with the Company represents or warrants that the Platform, its content or any services or items obtained through the Platform will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that the Platform or the server that makes it available are free of viruses or other harmful components or that the Platform or any services or items obtained through the Platform will otherwise meet your needs or expectations.

The Company hereby disclaims all warranties of any kind, either expressed 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 which cannot be excluded or limited under applicable law.

In no event will the collective liability of the Company, its affiliates and its licensors, partners, merchants, service providers, employees, agents, officers and directors be liable for damages of any kind that exceed the total fees that you paid us for the previous one year period for the specific service at issue under any legal theory, arising out of or in connection with your use, or inability to use, the Platform, any websites linked to it, any content on the Platform or such other websites or any services or items obtained through 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.

The foregoing does not affect any liability which cannot be excluded or limited under applicable law. Your sole and exclusive remedy for any dispute with us is to discontinue your use of GivCloud.

You agree to defend, indemnify and hold harmless the Company, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) resulting from your violation of these Terms of Use or your use of the Platform, including, without limitation, any use of the Platform's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Platform.

The owner of the Platform is based in the United States of America and the Platform may be accessed throughout the world. We have created or intend on creating operating subsidiaries or other affiliates in strategic countries throughout the world. In any event, we provide this Platform for use only by persons located in jurisdictions where Services offered are located and where in accordance with local law. We make no claims that the Platform or any of its content is accessible or appropriate. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform in a location where it is not legal, you do so on your own initiative and are responsible for compliance with local laws. The Terms of Use is between you and GivCloud or the entity for your country in which you reside if the Service is offered in your country of residence and we have established a subsidiary or affiliate there as identified below.

These Terms of Use and any dispute or claim arising out of, or related to, them, their subject matter or the information (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of State of Delaware, USA without giving effect to any choice or conflict of law provision or rule until such time as operating subsidiaries and affiliates are established and operational. The identity of the GivCloud entity for your country, the choice of law, the location for resolving disputes GivCloud, and our contact information is specified below.

You are contracting with GivCloud LLC, a limited liability company organized under Delaware law, with its mailing address at 7512 Dr. Phillips Blvd, Suite 50-410, Orlando, FL 32819. The Terms of Use shall be governed by the laws of the State of Delaware, without giving effect to any principles that may provide for the application of the laws of another jurisdiction.

Any cause of action or claim you may have arising out of or relating to these terms of use or the Platform must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

GivCloud reserves the right, but has no obligation, to monitor, or take any action we deem appropriate regarding disputes that you may have with other customers of ours or any Merchants and Brands. To the extent the law permits, you release us from any claims or liability related to any content posted on the Platform and from any claims related to the conduct of any other customers of ours or any Merchants and Brands. You hereby waive California Civil Code Section 1542 (if you are a California resident), and any similar provision in any other jurisdiction (if you are a resident of such jurisdiction), which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

No waiver of these Terms of Use by the Company shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

You represent that you are legally able to accept these Terms of Use. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Terms of Use, and to abide by and comply with the Terms of Use. And as stated in the Accessing the Platform and Account Security section above, you affirm that you are, in any case, 13 years of age or older. If you are not, we ask you to please exist the Platform and not come back until you meet these terms.

The Terms of Use and our Privacy Policy as well as content on the site constitute the sole and entire agreement between you and GivCloud with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.

The Platform is operated by GivCloud LLC.

All notices of copyright infringement claims should be directed to our copyright agent at the following: copyright@givcloud.com.

All other feedback, comments, requests for technical support and other communications relating to the Platform should be directed to: support@givcloud.com.

Thank you for visiting GivCloud and we sincerely hope you enjoy your time with us.