Welcome to Giveffect! Giveffect provides a place for nonprofits and donors, volunteers and supporters to manage their online donations, offline gift tracking, events and rsvp campaigns, fundraising campaigns, volunteer scheduling and management, relationship management database and other nonprofit resources needs—online, all in one place. Please read these Terms carefully before accessing and using the Site.
This Agreement applies to all visitors, users, and others who access the Service, whether on behalf of a company or on their own individual behalf, including but not limited to: (i) nonprofit employers themselves; (ii) individuals donating, volunteering or supporting the nonprofit; (iii) individuals otherwise using any aspect of the Service (collectively, “Users”). Giveffect has different roles with respect to different types of Users and “you” as used in this Agreement will apply to the appropriate type of User under the circumstances.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Use of our Service
This is a contract between you and Giveffect. You must read and agree to these terms before using the Service, and if you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Giveffect, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.
The products and services described on the Service are only available for persons in those jurisdictions in which they may be sold.
The Service is designed for use by nonprofit employers, nonprofit employees and nonprofit supporters in the United States, and Canada.
B. License for Giveffect Service
Subject to the terms and conditions of this Agreement, Giveffect grants you a non-exclusive, limited, non-transferable, freely revocable license to use the Service solely as permitted by the features of the Service we provide to you on a Subscription tier basis. We reserve all rights not expressly granted in the Service and the Giveffect Content (as defined below). We may terminate this license and your access to the Service at any time for any reason or no reason.
C. Giveffect Accounts
Your Giveffect account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a Giveffect account on behalf of a nonprofit organization, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Giveffect immediately of any breach of security or unauthorized use of your account. Giveffect will not be liable for any losses caused by any unauthorized use of your account.
By providing your email address you consent to using the email address to send you Service-related notices, including any notices required by law, instead of postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers.
You also consent to the electronic disclosure of any and all nonprofit benefits notices, including summary plan descriptions, enrollment information, and plan amendments by us to you. You are entitled to withdraw your consent to electronic disclosure at any time by contacting Giveffect Support at email@example.com.
In order to access or use certain aspects of the Service, we need your authorization to retrieve and manage information of yours maintained by certain third-party institutions, such as email marketing and analytics companies with which you have customer relationships, manage accounts, or engage in transactions. Further, in order for us to provide those aspects of the Service, you must provide us with all relevant information, signatures, data, passwords, usernames, PINs, and other information, materials, and content necessary for us to provide the Service to you. Collectively, the information described in this paragraph is “Account Information.”
You represent and warrant that the Account Information you provide us is accurate and complete, and that you are authorized to submit it to us without any obligations on Giveffect, including but not limited to the payment of fees. We have no liability or other responsibility for inaccuracy or incompleteness, or your inability to use the Service due to such inaccuracy or incompleteness. You are responsible for the consequences of any instructions you provide us and that we follow.
E. Service Rules
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots”, “spiders”, “offline readers”, etc., to access the Service in a manner that sends more request messages to the Giveffect servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Giveffect grants the operators of public search engines revocable permission to use spiders to copy publically available materials from Giveffect.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that may impose an unreasonable or disproportionately large load on our infrastructure, as determined by Giveffect; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) using the Service in order to obtain information about Giveffect, the Service, or our customers for the purpose of competing with Giveffect or otherwise replicating some or all of the Service for any reason; (xi) interfering with the proper working of the Service; (xii) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xiii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content.
2. Our Proprietary Rights
Except for materials such as logos, trademarks, and service marks owned by our business partners or licensors, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Giveffect Content”), and all related Intellectual Property Rights, are the exclusive property of Giveffect. Except as explicitly provided herein, nothing in this Agreement grants to you a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Giveffect Content. Use of the Giveffect Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Giveffect under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. By acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by Giveffect’s employees, or obtained from sources other than you.
a) Recurring Billing. By starting your Giveffect subscription, you authorize us to charge you for your initial subscription period and a recurring monthly subscription fee at the then current rate, which may change from time to time. You acknowledge that the amount billed each month may vary for reasons that may include differing amounts due to promotional offers and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts, which may be billed monthly in one or more charges. You also authorize us to charge you any other fees you may incur in connection with your use of the Site, such as any applicable add-ons of admin users, contact records, as further explained below.
b) Billing Cycle. When you sign up and purchase your Giveffect subscription, your first subscription cycle will be billed immediately (or the day after the 14-day free trial if you did not cancel the subscription). Your subscription will automatically renew each month and you will be billed on the same date each month. We reserve the right to change the timing of our billing (and if we do, we’ll make adjustments to the amounts we charge, as appropriate). In the event your paying subscription began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your Giveffect subscription or became a paying member on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. Your renewal date may change due to changes in your membership.
c) Refunds. Generally, our fees (including the monthly fee for your subscription and any other fees) are nonrefundable, except that we will provide a refund to members for their current prepaid period in the following circumstances: (i) if you are canceling your subscription and request a refund within 5 days of your initial purchase or (ii) if your subscription is cancelled prior to the end of a period for which you have incurred a charge, due to your relocation, disability or death; provided, however, in each case we reserve the right to charge a fee to cover the Services you have used prior to your cancellation, to the extent permitted by law (such as fees charged for service add-ons). Any additional discounts or refunds that we may choose to provide are in our sole discretion and do not entitle you to any future discounts or refunds in the future for similar instances.
d) Price Changes. We reserve the right to adjust pricing at any time. Unless we expressly communicate otherwise, any price changes to your subscription will take effect on your next billing cycle upon notice communicated through a posting on the Giveffect website or such other means as we may deem appropriate from time to time, such as email.
e) Payment Methods. You may edit your Payment Method information by logging online and editing it under "Charity Settings" and then "Pricing Plan". If a payment is not successfully settled, due to expiration, insufficient funds or otherwise, and you do not edit your Payment Method information or cancel your account (see, “Cancellation” below), you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to our Site or any portion thereof.
f) Cancellation of Subscription. Subscription terms are for a minimum of one year. You may terminate your monthly or annual subscription by going into your "Charity Settings" on the Giveffect website and canceling. Following any cancellation you will continue to have access to your subscription through the end of your current prepaid billing period, unless you cancel and receive a refund, in which case your access will be terminated immediately. Cancellation fee may apply.
g) Trials. From time to time we may offer a trial membership that includes standard access to the Giveffect platform during the trial period. Unless otherwise communicated, a trial begins at the moment of sign up and ends at 11:59pm PT on the last day of the trial (for a 14-day trial, this would be the same weekday of following week). Each trial subscription automatically will convert to a monthly subscription based on selected tier unless canceled by 12pm PT on the day before the last day of trial. Customers that cancel and do not convert to a regular subscription may not continue using the Giveffect nonprofit software. Unless we expressly communicate otherwise, trial subscriptions are only available to new customers that have never had a Giveffect account before, are not transferable, may not be combined with other offers or redeemed for cash and are void where prohibited.
j) Gifts and Promotions. From time to time we may make available gift cards and promotions for Giveffect subscription, other types of promotions or promotional plans (including through the use of promotional codes or those provided as part of a third party promotion). Gift cards, promotions and promotional plans may be redeemed as described in the specifics of the promotion and may be subject to additional or different terms. Unless otherwise expressly communicated to you in connection with your redemption, gift cards, promotions and promotional plans are only available to new customers that have never had a Giveffect account before, are not transferable, can only be used once, cannot be redeemed for cash, and may not be combined with other offers and are void where prohibited. To be eligible for certain promotions, your subscription may not be on “hold”.
4. Other Fees
a) Fees We Charge. Your Giveffect subscription fee covers your access to using the software. In addition to your subscription fee, you are responsible for paying additional Giveffect Transaction fees and Third-Party Payment Systems fee for online transactions made to your nonprofit. We reserve the right to change the policy regarding the introduction of additional fees (such as a product add-on fee) and to change the amount of any such fees at any time. Additionally, from time to time we may allow you to purchase additional add-ons, products or services through the Giveffect Site. If you choose to use or purchase any of these offerings, you will be responsible to pay the applicable fees in addition to your subscription fee.
b) Third Party Fees for Giveffect. You are also responsible for all third party charges and fees associated with connecting and using the Site, including fees such as internet service provider fees, telephone and computer equipment charges, payment processing, email marketing, sales tax and any other fees necessary to access the Site.
Giveffect uses PayPal, Inc. ("PayPal") for payment processing services. Users may pay online with either a PayPal account or a credit card by using the "guest checkout" option provided by PayPal during the checkout process. You agree to allow PayPal to debit the full amount of the transaction from your PayPal account balance or the Preferred Funding Source you established with PayPal. You agree that PayPal and Giveffect will not be responsible for payments that fail to go through as a result of your Funding Source no longer existing, or holding insufficient funds.
By using the PayPal payment processing services you agree to the PayPal Payment Services Agreement available at https://www.paypal.com/webapps/mpp/ua/useragreement-full
for more information.
Giveffect offers payments through WePay, Inc. ("WePay"), a third-party payment processor. The WePay Terms of Service are available here: https://go.wepay.com/terms-of-service-us
or contact WePay at https://support.wepay.com/hc/en-us
6. Recommended Partners
For certain services provided directly to you by third parties chosen by you, such as email marketing products from an email service provider, Giveffect may highlight certain providers as “Recommended” by Giveffect. Our Recommended Partners have committed to delivering an exceptional product and customer experience, for example with system enhancements such as electronic data interchange to improve processing times and accuracy of client information, dedicated account managers to provide more hands-on service to Giveffect accounts, and/or a comprehensive selection of quality plans that provide the best value at competitive prices. Giveffect holds its partners to the highest standards and is selective in establishing external partnerships with service providers. Giveffect does not receive compensation from Recommended Partners in connection with its recommendations.
7. Use of Vendors & Contractors
Giveffect in its sole discretion may use vendors or contractors to help provide the Service to you, and we may change our use of vendors or contractors without notice to you.
8. Third Party Services, Links & Information
9. Privacy and Data Security
Giveffect will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to prevent any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any Account Information, and other sensitive data or information you provide us. Such safeguards will include, without limitation and at a minimum, an information security program that meets the standards of industry practice to safeguard your Account Information and other sensitive data and information you provide us. Giveffect will promptly notify you or your nonprofit employer (as applicable) following discovery of a breach incident or the compromise of the security, confidentiality, or integrity of any of the data and information you provide us, including Account Information. Giveffect will comply with all notification obligations, including as to the cost, timing, and content of providing notice to any affected individual, as may be required by relevant state and federal law.
10. No Professional Advice
If we provide you any professional information in the course of providing the Service, it is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any such information without first seeking independent professional advice from a person who is qualified in the applicable area.
For clarity, you will be solely responsible for: (i) compliance with any and all applicable laws, rules, and regulations affecting your business; and (ii) any use you may make of the Service to assist in complying with any such laws, rules, or regulations. The Service does not include any legal, regulatory, accounting, or tax advice, and you will rely solely upon your own advisors with respect to such advice.
You agree to defend, indemnify and hold harmless Giveffect and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, right provided by any labor or employment law, rule, or regulation, or Intellectual Property Right; (iv) your violation of any applicable law, rule or regulation; (v) any content or Account Information that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your gross negligence or willful misconduct; or (vii) any other party’s access and use of the Service (or access and use of any third-party service via the Service) with your unique username, password or other appropriate security code (or, with respect to third-party services, your Account Information).
Giveffect agrees to indemnify, defend, and hold you harmless from and against any and all claims, demands, actions, losses, liabilities, damages, expenses, and costs (including reasonable attorneys’ fees) arising out of a third-party claim: (i) that the Service or any portion thereof infringe(s) or otherwise violate(s) such third-party’s U.S. intellectual property rights; or (ii) arising directly from GIveffect's gross negligence or willful misconduct (each a “Customer Claim”). In order to receive the benefit of the foregoing indemnity, you must give Giveffect: (a) prompt written notice of a Customer Claim; (b) sole control to defend and settle any such Customer Claim; and (c) all reasonable cooperation, at Giveffect’s request and expense, in Giveffect’s defense and settlement of the Customer Claim.
If such a Customer Claim is asserted, or if Giveffect believes in its sole discretion that such a Customer Claim is likely to be made, Giveffect may, at its sole option and discretion: (x) procure a license from the third-party claiming or likely to claim the infringement; (y) modify the infringing component(s) to make them non-infringing; or (z) if (x) and (y) are not reasonably commercially available to Giveffect, terminate your right to use the infringing component(s) effective immediately.
12. No Warranty
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GIVEFFECT OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, GIVEFFECT, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
GIVEFFECT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND GIVEFFECT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, EXCEPT IN THOSE CIRCUMSTANCES IN WHICH GIVEFFECT EXPRESSLY AGREES TO BE A PARTY TO A TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GIVEFFECT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE. UNDER NO CIRCUMSTANCES WILL GIVEFFECT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GIVEFFECT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICE; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN THE SERVICE OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) ACCOUNT INFORMATION OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. GIVEFFECT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AGGREGATE AMOUNT EXCEEDING THE AMOUNT YOU PAID TO GIVEFFECT HEREUNDER IN THE 12 MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO THE LIABILITY.
NOTWITHSTANDING THE FOREGOING, SOLELY AS TO INSURANCE SERVICES, GIVEFFECT WILL BE LIABLE FOR DIRECT DAMAGES (AND ONLY FOR DIRECT DAMAGES) CAUSED BY GIVEFFECT’S NEGLIGENT ERRORS AND OMISSIONS, SUBJECT TO APPLICABLE PRINCIPLES OF CONTRIBUTORY NEGLIGENCE.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF GIVEFFECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Service is designed for the use of nonprofit employers, nonprofit employees, and nonprofit contributors located in the United States and Canada. We make no representations that the Service is appropriate or available for use in other locations, and you may not use the Service in locations outside the United States and Canada. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, Canada, and local laws and regulations, including but not limited to export and import regulations.
14. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A. Governing Law
You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM GIVEFFECT. For any dispute with Giveffect, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that Giveffect has not been able to resolve a dispute it has with you after 60 days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco County, California, unless you and Giveffect agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Giveffect from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
C. Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND GIVEFFECT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.