I. YOUR ACCOUNT / PASSWORD SECURITY / SUSPENSION, TERMINATION In order to access some features of the Platform or to use certain of the Services, you may be required to register an account to make use of the Services (an "Account"). When creating or updating an Account, you are required to provide us with certain personal information, which may include your name and e-mail address, as well as other information you may elect to provide such as your birth date, physical address, photograph, and phone number. You may never use another's Account without permission or permit another to use your Account. You may not create more than one Account. You are prohibited from registering a new Account if you have previously had an Account terminated. You are responsible for (i) keeping confidential any password that you created to use any aspect of the Platform requiring registration and (ii) restricting access to your computer (is it really expected that users restrict access to their computers? If so, you may want to add the words “ and/ or digital devices such as mobile phone and tablets where your Account use is accessible.” The next sentence may be sufficient to cover worries. You agree to accept full responsibility for all activities that occur within your Account. You must notify us immediately of any breach of security or unauthorized use of your Account. Although we will not be liable for your losses caused by any unauthorized use of your Account, whether with or without your knowledge, you may be liable for our losses or the losses of our advertisers, sponsors, partners, service providers and licensors (collectively, "Givit Providers") due to such unauthorized use. Without limiting anything in this Agreement, we reserve the right, in our sole discretion, to restrict, suspend, or terminate your Account and/or your access to all or any part of the Platform or Services at any time, for any or no reason, with or without prior notice, and without liability, including in the event we stop offering the Services. We expressly reserve the right to restrict, suspend and/or terminate your access to any part of the Platform or Services if we determine, in our sole discretion, that you have violated any of the terms of this Agreement.
II. ONLINE CONDUCT You, as a user, agree to use the Platform only for lawful purposes. Specific prohibited activities include, but are not limited to: 1. posting any comments, reviews, or other statements about any person, place, business, product or service that is defamatory or libelous or is in anyway untrue or intended to do harm. 2. promoting illegal or tortuous activities or conduct that is abusive, threatening, or obscene; 3. using any information obtained from the Services or the Platform in order to harass, abuse, or harm another person; 4. criminal or torturous activity, including child pornography, fraud, illegal trafficking , drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets; 5. attempting to circumvent, disable or otherwise interfere with security-°©‐related features of the Platform or features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform or the content therein; 6. using cheats, automation software, bots, hacks, mods or any other unauthorized software designed to modify or interfere with the Services; 7. using any software that intercepts, mines, or otherwise collects information about other users or copies and stores any Proprietary Materials. 8. interfering with, disrupting, or creating an undue burden on the Platform or the networks or services connected to the Platform; 9. attempting to create a false account as another user or person; (since you are using masks of celebraties the word “impersonate” represents exactly what the site wants to do)[ 10. soliciting personal information from anyone under 18; 11. collecting, harvesting, soliciting or posting passwords or personally identifiable information from other users; 12. using the account, username, or password of another account holder at any time or disclosing your password to any third party or permitting any third party to access your Account; 13. using any unfair, misleading or deceptive content intended to draw traffic to one’s profile; 14. using the Platform or Services in a manner inconsistent with any and all applicable laws and regulations. Any conduct by you in violation of the foregoing prohibitions may result in the suspension or termination of your Account and your access to the Platform or Services. In addition, where applicable, violation of this provision may result in criminal or civil action against you.
III. CONTENT A. Proprietary Rights With the exception of content posted by users of the Platform (“User Submissions”), all materials contained on the Platform, including all aspects of the Services and the software, graphics, text and look and feel of the sites, and all trademarks (including Givit TM and its associated logo), copyrights, patents and other intellectual property rights related thereto (“Proprietary Materials”), are owned or controlled by Givit.com, Inc., our subsidiaries or affiliated companies, our third party licensors, advertising partners or Givit Providers. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any Proprietary Materials, or any other protectable aspects of the Platform, in whole or in part. Subject to your compliance with this Agreement and any other relevant policies related to the Platform or Services, we grant you a non-°©‐exclusive, non-°©‐transferable, revocable limited license subject to the limitations herein to access the Platform and use the Services and Proprietary Materials for the intended purposes of the Platform. You agree not to use the Service for any other purpose. B. Uploading Of Content/Our Use and Sharing of Your Content You are prohibited from posting on or transmitting through the Platform (e.g., through uploaded content, an author, chat or user forum, online review or comment posted on the Platform) any content that infringes upon a third party’s intellectual property rights or is defamatory, libelous, damaging, illegal, or offensive. Without limiting the foregoing, you may not post, modify, distribute, or reproduce in any way on the Platform any copyrighted material, trademarks, or other proprietary information belonging to others unless you have first obtained the prior written consent of the owner of such proprietary rights. It is our policy to terminate the account 59378-°©‐00002/1963090.1 3 of anyone who repeatedly infringes the copyright rights of others upon our receipt of proper notification from the copyright owner or the copyright owner’s legal agent. By submitting content (“Your Content”) to any user-°©‐submission areas of the Platform, including, without limitation, uploading any materials or participation in any chats or forums, you automatically grant us, or warrant that the owner of such content has expressly granted us, the royalty-°©‐free, irrevocable, sublicensable and transferable, nonexclusive right and license to use, reproduce, publish, translate, prepare derivative works of, copy, perform and distribute Your Content, including all patent, trademark, trade secret, copyright or other proprietary rights in and to such content, in whole or in part worldwide. In addition, you grant us the right to share Your Content directly with the party about whom you’ve posted Your Content (the “Subject”). In the event you submit a recommendation regarding the Subject’s business or activities, the foregoing license shall include the right for Givit.com, Inc. to grant the Subject the right to incorporate and/or utilize your recommendation in the Subject’s business, for no compensation to you. You acknowledge that we may receive compensation from the Subject in exchange for sharing your recommendation. You hereby consent to the Subject contacting you directly regarding any of Your Content that you post about a Subject. You also hereby grant each user of the Platform a non-°©‐exclusive license to access Your Content through the Platform, and to use, reproduce, distribute, display and perform Your Content as permitted through the functionality of the Platform and under this Agreement. The above licenses granted by you in Your Content are perpetual and will only terminate if you’ve requested the removal or deletion of Your Content from the Platform (such license will terminate within a commercially reasonable time after your request to remove or delete Your Content). You understand and agree, however, that we may retain, but not display, distribute, or perform, server copies of Your Content that have been removed or deleted. Subject to these grants, you retain any and all rights that may exist in Your Content. We may disclose any of Your Content or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate our Platform; (iii) to protect the rights or property of Givit.com, Inc. and our officers, directors, employees and agents; or (iv) to protect the Givit Providers and any other user. C. Representations and Warranties You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all of Your Content and to enable inclusion and use of Your Content in the manner contemplated by the Platform and this Agreement. You further represent and warrant Your Content will not defame or issue libelous statements about any third party and that the use of Your Content on the Platform will not violate or infringe upon the intellectual property rights, or the rights of privacy or publicity, of any third party. D. Third-°©‐Party Content & User Submissions You acknowledge that Givit.com, Inc. is an online service provider that may post content supplied by third parties and users. We have no more editorial control over the content posted by such third parties (including User Submissions) than does a public library or a newsstand. Any opinions, advice, statements, judgments, services, offers, recommendations, or other information that constitutes part of the content expressed or made available by third parties, including User Submissions, are those of the respective authors or distributors and not of Givit.com, Inc. ,or its affiliates, or any of their officers, directors, employees, or agents. While we retain the right to filter or reject User Submissions and other content posted by third parties, we review User Submissions and other third party content in a limited gate-°©‐keeper fashion and have no obligation to investigate whether any content or other User Submissions violate any term of this Agreement and will not do so in most cases. We neither endorse nor are responsible for the User Submissions or any other content posted to the Platform by anyone other than Givit.com,Inc. Just as you retain complete ownership of Your Content (subject to the license to us granted above), all other users of the Platform retain ownership of their User Submissions. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any User Submissions in whole or in part. E. Feedback If you choose to provide technical, business or other feedback to us concerning the Platform or any aspect of the Services, we will be free to, and you hereby grant us a license to, use, disclose, reproduce, sublicense, or otherwise distribute or exploit such feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property restrictions or licensing obligations. You understand and agree that the incorporation by us of your feedback into any of its Services does not grant you any proprietary rights therein.
IV. NOTICE OF INFRINGEMENT Without limiting the foregoing, if you believe that any content, including User Submissions, or other materials, posted on the Platform constitutes an infringement of your copyrights, we will respond promptly to any properly submitted notice containing the information detailed below. Pursuant to Title 17, United States Code, Section 512(c)(2), written notifications of claimed copyright infringement should be sent to our Designated Agent at the following contact information: firstname.lastname@example.org@email@example.com To be effective, the notification must be a written communication that includes the following: 1. A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; 3. Identification of the material 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 information reasonably sufficient to permit us to locate the material; 4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted; 5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; 6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
V. NON-COMMERCIAL USE The Platform is for your personal use only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us (such as the activities of the Givit Providers). Any use of the Platform or Services in violation of this provision, including communicating any advertisement or solicitation, or collecting usernames and/or email addresses of account holders by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Platform, is prohibited. 59378-00002/1963090.1 5
VI. AGE OF USERS We do not intend the Platform to be used by minors under the age of 13. Furthermore, we do not market the Platform for use by minors under the age of 13. If you are between the ages of 13 and 17, you must obtain your parent or legal guardian’s permission before establishing an Account or making use of the Services. By doing either, you represent that your legal guardian has reviewed and agreed to this Agreement.
VII. ELECTRONIC COMMUNICATIONS When you visit the Platform or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email, push notices or by posting notices on the Platform. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing.
VIII. LINKS The Platform may contain links to websites, apps or businesses operated by third parties. We do not monitor or control the linked sites and make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of the content uploaded, displayed, or distributed, or products or services available at these sites. If you choose to access any third party site or app, or use any third party business, you do so at your own risk. The presence of a link to a third party site does not constitute or imply our endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the third party site. We reserve the right to disable links from or to third party sites.
IX. THIRD-PARTY SITES The Platform may enable you to order and receive products, information and services from businesses that are not owned or operated by us. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such businesses are solely between you and such businesses. We do not endorse, warrant, or guarantee such products, information, or services, and are not liable for the accuracy, completeness, or usefulness of such information (whether the information is provided by us or directly by the third party) or the quality of availability of such products or services. We will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of such products, services, or information, or for ensuring the confidentiality of your credit card information. All aspects of credit card transactions will be handled by third party credit card processors or the third party merchants themselves. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility and are not part of the fee, if any, charged for the Services. In addition, the Platform may require that you establish an account with a third party service provider not owned or operated by us. Your agreement and understanding with any such third party service provider is solely between you and such service provider. We will not be a party to or in any way be responsible for your agreement with such third-party service provider. Any disputes you may encounter with such third party service provider shall be settled solely between you and the service provider.
X. DISCLAIMERS AND LIMITATION OF LIABILITY THE PLATFORM IS PROVIDED BY US AND OUR WEBHOST ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANY Givit PROVIDER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OF THE PLATFORM, OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT USE OF THE PLATFORM WILL BE 100% SECURE, UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE PLATFORM; OR (IV) THAT THE PLATFORM, ITS SERVERS, OR EMAIL SENT FROM OR ON BEHALF OF Givit.COM, INC. ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UNDER NO CIRCUMSTANCES SHALL WE OR ANY Givit PROVIDER BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM THE PLATFORM OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO Givit.COM, INC.’ RECORDS, PROGRAMS, OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE PLATFORM. NEITHER WE NOR ANY Givit PROVIDER WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE PLATFORM OR THE PURCHASE OF ANY PRODUCT THEREFROM, EVEN IF WE OR SUCH Givit PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL Givit.COM, INC. BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID Givit.COM, INC. IN THE ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM AND IF YOU HAVE NOT PAID ANY AMOUNTS DURING THAT TIME PERIOD, YOU ACKNOWLEDGE THAT YOUR SOLE REMEDY SHALL BE TO CEASE USING THE SERVICES AND TERMINATE YOUR ACCOUNT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO A USER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUCH USER, AND SUCH USER MAY HAVE ADDITIONAL RIGHTS.
XI. INTERNATIONAL USE The Platform is intended solely for users within the United States of America. Accessing materials on the Platform by persons in certain countries other than the U.S. may not be lawful, and we make no representation that materials on the Platform is appropriate or available for use in locations outside the United States. If you choose to access the Platform from outside the United States, you do so at your own risk and initiative, and are responsible for compliance with any applicable laws.
XIII. BINDING ARBITRATION Any controversy or claim arising out of or relating to this Agreement or any related agreement, their enforcement or interpretation, or because of an alleged breach, default or misrepresentation in connection with any of their provisions, shall be determined by binding arbitration. The arbitration proceedings shall be held and conducted by a single arbitrator in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (the “JAMS Rules”), as modified by this Agreement. Such arbitration shall occur in Los Angeles, California, and be initiated by any party in accordance with the JAMS Rules. The demand for arbitration shall be made by any party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceeding, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. Discovery issues shall be decided by the arbitrator. Post-hearing briefs shall be permitted. The arbitrator shall render a decision within twenty (20) days after the conclusion of the hearing(s). In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement, or to grant an award or remedy any greater than that which would be available from a court under the statutory or common law theory asserted. The arbitrator shall issue a written opinion that includes the factual and legal basis for any decision and award. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of California or federal law, or any of them, as applicable to the claim(s) asserted. Judgment on the award may be entered in any court of competent jurisdiction. The parties may seek, from a court of competent jurisdiction, provisional remedies or injunctive relief in support of their respective rights and remedies hereunder without waiving any right to arbitration. However, the merits of any action that involves such provisional remedies or injunctive relief, including, without limitation, the terms of any permanent injunction, shall be determined by arbitration under this paragraph. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall allocate all costs and expenses of the arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
XIV. INDEMNITY You agree to indemnify and hold Givit.com, Inc., the Givit Providers, our subsidiaries, and affiliates, and our respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Platform or Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any content that you post on the Platform or through the Services causes us to be liable to another, or from any claims by an Givit Provider arising from a transaction between you and such Givit Provider.
XV. SEVERABILITY The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such 59378-00002/1963090.1 8 jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. XVI. OTHER This Agreement is deemed accepted upon any use of the Platform or any of the Services. This Agreement constitutes the entire agreement between you and us regarding the use of the Platform and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.