GIVSPIRE NONPROFIT ORGANIZATION TERMS OF SERVICE

Last Modified: 11/23/24

These terms of service, together with any documents or materials they expressly incorporate by reference (together, these “Terms”) form a binding agreement between Givspire LLC, a Colorado limited liability company (“Company”) and the user accessing the website located at givspire.com including any subpages, content, functionality, and services offered thereupon, and the software application available therefrom (together, the “App”), as or on behalf of the nonprofit organization (the “Organization”) advertising or accepting donations (the “Donations”) on or through the App. The user accessing the website on behalf of Organization (“User”) represents and warrants that User has the right, power, and authority to enter into these terms on behalf of Organization and bind Organization to its terms.

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. BY ACCESSING AND/OR USING THE APP, USER REPRESENTS AND WARRANTS THAT USER AND ORGANIZATION ACCEPTS AND AGREES TO BE BOUND BY THESE TERMS.

1. Applicability. These Terms are an integral part of the website terms of use that apply generally to the use of the App found at https://www.givspire.com/terms-conditions-npo.html (the “Website Terms of Use”). By using the App, User accepts and agrees to be bound and abide by the Website Terms of Use and Company’s Privacy Policy, found at https://www.givspire.com/privacy-policy.html, incorporated herein by reference (the “Privacy Policy”). All information Company collects on this App is subject to the Privacy Policy. By using the App, User consents to all actions taken by Company with respect to User’s information in compliance with the Privacy Policy.

2. Changes. These Terms are subject to change without prior notice at any time, in Company’s sole discretion. The latest version of these Terms will be posted on the App, and User should review these Terms frequently to remain apprised of any such changes. User’s continued use of the App after a posted change in these Terms will constitute User’s acceptance of and agreement to such changes. Company reserves the right to withdraw or amend this App, and any service or material Company provides on the App, in its sole discretion without notice. Company will not be liable if for any reason all or any part of the App is unavailable at any time or for any period. From time to time, Company may restrict access to all or any portion of the App to users, including registered users.

3. Credentials. If User chooses, or is provided with, a username, password, or any other piece of information as part of Company’s security procedures, User must treat such information as confidential, and User must not disclose it to any other person or entity. User also acknowledges that User’s account is personal to User and agrees not to provide any other person with access to all or any portion of this App using User’s username, password, or other security information. User agrees to notify Company immediately of any unauthorized access to or use of User’s username or password or any other breach of security. User also agrees to ensure that User exits from User’s account at the end of each session, and that User shall use particular caution when accessing User’s account from a public or shared computer so that others are not able to view or record User’s password or other personal information. Company has the right to disable any username, password, or other identifier, whether chosen by User or provided by Company, at any time, in Company’s sole discretion, for any or no reason, including, if, in Company’s opinion, User has violated any provision of these Terms.

4. Donations.

(a) User, on behalf of Organization, may accept donations from third parties visiting the App, subject to the terms and conditions set forth in these Terms (each, a “Donation”). Donations may be accepted through the App but are ultimately paid through Company’s third party payment processor, and User and Organization represent and warrant that Company has no liability with respect to any Donation and that as a condition precedent to Company allowing Organization to advertise and accept donations through the App, User and Organization must agree to fully and finally release, indemnify, and hold harmless Company, it affiliates, and agents from and against any and all liability arising out of or related to the Donations, as further set forth in these Terms.

(b) User and Organization understand and agree that, while Company may make reasonable efforts to assist Organization in collecting Donations, Company shall not be responsible for collecting any balances or insufficient accounts. Company may, but shall not be obligated to, provide any information related to any Donation or any donor, and further acknowledge that Company may be prohibited from disclosing any information related to any donor under applicable privacy laws.

(c) User and Organization covenant to use all Donations as represented on the App. Company prohibits funds to be used for any other purpose outside of the activities that have been indicated. Any Donation used other than as set forth on the program details page shall be a material violation of these Terms and shall be subject to forfeiture by Organization. Furthermore, Company will prosecute to the fullest extent of the law any misrepresentation, fraud, or other violation of any local, state, or federal rule, regulation, or statute and User and Organization shall indemnify, defend, and hold Company and its managers, agents, affiliates, successors, and assigns (collectively, the “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and attorneys’ fees, that are incurred by any Indemnified Party (collectively, “Losses”), arising out of or in connection to any breach of these Terms.

(d) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO USER, ORGANIZATION, OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY DONATION OR OTHERWISE IN CONNECTION WITH THE USE OF THE APP: (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. COMPANY’S SOLE AND ENTIRE MAXIMUM LIABILITY WITH RESPECT TO DONATIONS MADE THROUGH THE APP, AND USER’S SOLE AND EXCLUSIVE REMEDY, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY USER FOR THE USE OF THE APP.

5. User Contributions. The App may contain or link to interactive features (“Interactive Services”) that allow User to post, submit, publish, display, or transmit to other users or other persons content or materials (collectively, “User Contributions”) on or through the App. All User Contributions must comply with the standards set out in this Section (the “Content Standards”). Company does not intend to violate First Amendment rights; however, Company reserves the right to remove any User Contribution that, in Company’s sole discretion, may compromise Company’s policy, purpose, and values.

(a) All User Contributions will be considered non-confidential and non-proprietary. By providing any User Contribution through the App, User grants Company and its affiliates and service providers, and each of their and Company’s respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. Company reserves the right to remove or refuse to post any User Contributions for any or no reason in its sole discretion and may terminate or suspend User’s access to all or part of the App for any or no reason, including without limitation, any violation of this Agreement. Company shall take any action with respect to any User Contribution that Company deems necessary or appropriate in its sole discretion, including if Company believes that such User Contribution violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the App or the public, or could create liability for Company. Company may disclose User’s identity or other information about User to any third party who claims that any User Contribution violates their rights, including their intellectual property rights or their right to privacy. Further, Company may take all appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the App.

(b) In addition to the foregoing, User Contributions may be removed if they are considered to be political or partisan in nature. Any published material that concerns public policy must be entirely objective and directly correlate to how it impacts Organization’s central cause. Company reserves the right to prohibit any User Contribution that engages in political behavior. Examples of such behavior include, but are not limited to statements of criticism or praise of:

1. (i)  Cases, decisions, and legislation addressing highly political issues

2. (ii)  Lobbying efforts that are reasonably deemed partisan

3. (iii)  Political parties and associated ideologies

(c) Company does not permit, under any circumstances, commentary on federal, state, or local elections. Organization shall not advertise preferred candidates or opinions on election results.

(d) USER WAIVES AND HOLDS HARMLESS COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM AND AGAINST ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

(e) Company cannot and does not undertake to review any User Contribution before it is posted through the App, and Company cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Company assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. Company has no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section.

(f) By accessing and/or using the App, Organization consents to Company’s collection, storage, and use of any data or information that User provides to Company or submits or transmits through the App. If User submits any ideas, suggestions, testimonials, voice recordings, video recordings, and/or written transcriptions to Company, such submissions shall become the sole property of Company and Company has the right to use User’s submission without charge in any manner that Company deems appropriate, and User shall have no further right or interest in or claim to any such submitted information or material. Furthermore, User understands and acknowledges that such materials may be viewed or interacted with by other user(s) including, without limitation, so that such other user(s) may transcribe or describe any such audio or video recordings for Company’s further use.

6. Prohibited Activities. User may use the App only for lawful purposes and in accordance with these Terms. User shall not:

(a) Use the App:

(i) In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).

(ii) 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.

(iii) To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

(iv) To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

(v) To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the App, or which, as determined by Company, may harm Company or users of the App, or expose them to liability.

(vi) Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the App or any part thereof

(vii) Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on the App.

(viii) Engage in political or partisan behavior including but not limited to: lobbying efforts, criticizing or praising cases, decisions, and legislation addressing highly political issues, or criticizing or praising political parties or associated ideologies.

(b) Additionally, User shall not:

(i) Use the App in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the App, including their ability to engage in real time activities through the App.

(ii) Use any robot, spider, or other automatic device, process, or means to access the App for any purpose, including monitoring or copying any of the material on the App.

(iii) Use any manual process to monitor or copy any of the material on the App, or for any other purpose not expressly authorized in these Terms, without Company’s prior written consent.

(iv) Use any device, software, or routine that interferes with the proper

working of the App.

(v) Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

(vi) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the App, the server on which the App is stored, or any server, computer, or database connected to the App.

(vii) Attack the App via a denial-of-service attack or a distributed denial-of-service attack.

(viii) Otherwise attempt to interfere with the proper working of the App.

(ix) Make any statements, written or verbal, that defame or disparage the reputation of Company or the App.

7. Disclaimer of Warranties. User understands that Company cannot and does not guarantee or warrant that files available for downloading from the internet or the App will be free of viruses or other destructive code. User is responsible for implementing sufficient procedures and checkpoints to satisfy User’s particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to Company’s site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY 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 USER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO USER’S USE OF THE APP OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APP OR TO USER’S DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY APP LINKED TO IT.

8. Limitation of Liability. IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE APP; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnification. User shall defend, indemnify, and hold harmless the Indemnified Parties for any and all Losses arising out of or relating to User’s violation of these Terms or User’s use of the App, including, but not limited to, any use of the App’s content, services, and products other than as expressly authorized in these Terms, or User’s use of any information obtained from the App.

10. Arbitration. Notwithstanding anything herein to the contrary, Company’s sole discretion, Company may require User to submit any disputes arising from these Terms or use of the App, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Colorado law.

11. Termination. Company may revoke User’s access to the App in Company’s sole discretion if Company determines User or the Organization violates these Terms or any policy of Company or any other agreement of the parties.

12. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Colorado.

13. No Waivers. The failure or delay by a party in exercising any right, power, or privilege under these Terms shall not be deemed a waiver of such right, power, or privilege, nor shall any single or partial exercise thereof preclude any other further exercise of any right, power, or privilege under these Terms. No waiver of any term of these Terms shall be binding unless made by means of a written instrument signed by a duly authorized representative of the party against whom enforcement of such waiver is sought. Any such waiver shall not constitute a future waiver of the same term or condition

14. Notices.

(a) To User. Company may provide any notice to User under these Terms by: (i) sending a message to the email address User provides; or (ii) by posting to the App. Notices sent by email will be effective when Company sends the email and notices Company provides by posting will be effective upon posting to the App. It is User’s responsibility to keep User’s email address current with Company.

(b) To Company. To give Company notice under these Terms, User must contact Company as follows: (i) by email, with confirmation of receipt, to: support@givspire.com; or (ii) by personal delivery, overnight courier or registered or certified mail to: Givspire LLC, 1144 Fifteenth Street, 40th Floor, Denver, Colorado 80202. Company may update the email address or address for notices by posting a notice on the App. Notices provided by personal delivery will be effective immediately. Notices provided by email transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

15. Severability. In the event that any provision of these Terms should be held to be void, voidable, or unenforceable, such provisions shall be modified to the minimum extent necessary to make such provisions enforceable, and the remaining portions shall remain in full force and effect to the extent that the benefits conferred on the parties by these Terms remain substantially unimpaired.

16. Entire Agreement. These Terms contain the entire agreement between the parties with respect to the subject matter set forth herein.