This Agreement supersedes any previous Agreement to which you and Givology may have been bound. This Agreement may be modified by Givology in its sole discretion from time to time and such modifications will become part of this Agreement and will be effective once posted by Givology on the Website. Your participation in the Program and use of the Website will be subject to any such modifications. You should review the Website and this Agreement periodically for any modifications.
This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
1. Participation in the Program
Givology manages the Website, which pairs you and other persons (each, a "Donor" and, collectively, "Donors") with struggling students in developing countries (each, a "Recipient" and, collectively, "Recipients") in order for them to continue their education. Givology undergoes rigorous compliance checks to ensure our partner organizations have a bona fide charitable purpose and meet applicable laws relating to international philanthropy. Given that these students often times come from remote locations where communication and transportation may be difficult, we ask that donors remain patient with student updates and monitoring, which may range from weekly/monthly to semesterly/annually, depending on our partner's organizations. Additionally, it is difficult to predict the amount of transaction fees among international bank transfers, and thus, the amount that reaches the Recipient will differ accordingly relative to the Donor's expected donation amount. Givology assures you that we will minimize transaction costs in our money transfers, as we are fully committed to maximize the value of a dollar to help our students and projects.
By participating in the Program or otherwise using this Website, you hereby acknowledge and agree that (a) Givology makes no representation, warranty, covenant or guarantee that any funds you give to a Recipient via the Website will reported back to the Donor.
1.1. Grant Disbursement. You understand that Givology identifies existing international organizations (each, a "Field Partner" and, collectively, "Field Partners") that work in developing countries and have a mission to increase access to education by providing education grants and funding to low-income students and communities in need of support. Any donation made by you or any other Donor will be disbursed to Field Partners for ultimate disbursement to each Recipient you have selected for receipt of a Grant. Givology aggregates funds from multiple Donors via the Website and passes 100% of these funds (excluding the interest earned, if any, on such funds while they are held in Givology's account, which is contributed to fund Givology's operations) to the Field Partner(s) for disbursement to the Recipients selected for funding on the Website. However, there will be deductions taken by the bank in executing international transactions. The transaction fee will vary according to country. Documentation of transaction fee can be made available upon request, but Givology will make its best effort at benchmarking fees and finding the lowest rate. Givology is merely a middle-man in the transaction process. Field Partners are solely responsible for screening each Recipient and obtaining follow-up documentations for the Website, and Givology (a) expressly disclaims any responsibility to screen any Recipient or any Field Partner, and (b) shall have no liability whatsoever and you shall hold Givology harmless from, any and all liabilities with respect to, or resulting from such screenings.
1.2 Grant Follow-up and Updates. After Recipients obtain the Grants, the Field Partner(s) will post available documentation to the Website. Subsequently, the Field Partner(s) will attempt to regularly follow-up on the usage of funds and obtain any update information on the Recipient(s). The format of the updates is not consistent and depends on the Field Partner and Donor circumstances, both resources and time. You understand, however, that you may be able to demand whatever donation you originally disbursed and any potential updates.
1.3 Tax Deductibility. You understand that Givology is currently under fiscal sponsorship from its Field Partner, Phelex Foundation. The Phelex Foundation is a 501(c)(3) operating charity based in Massachusetts, the United States. Founded in 1995 by a group of Boston-area residents, the foundation actively promotes basic education for financially, socially or physically disadvantaged children in the poverty-stricken regions of rural Asia. Under Phelex Foundation"s fiscal sponsorship, donations to students and projects through Givology are 100% tax deductible.
Givology is also pending approval to become an independent non-profit public benefit corporation that qualifies as a public charity under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time. You also understand that you are solely responsible for determining the proper tax treatment for any Grant you make through the Website and the Program. Givology has not and will not provide any tax or legal advice to you in connection with any Grant you might make. This Agreement does not attempt to define the tax implications of participating in the Program. If you participate in the Program, you should consult with your own accountants, tax and legal advisors.
1.4. Grant Records. Records of each Grant you make (including this Agreement and any repayment history) will be kept by Givology and upon your request, can be made available to you at any time throughout the term of the Grant.
2. Proprietary Rights; Confidentiality
"Givology" and the "Givology" logo are trademarks and service marks of Givology. Givology owns and retains all proprietary rights in the Program, the Website and all material and information posted thereon ("Content"). The Website contains the copyrighted material, trademarks and other proprietary information of Givology and its licensors. Except for that information that is in the public domain or for which you have been given express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.
If you post any messages or other information on the Website, you agree that such messages and information shall be considered Content, and you shall be deemed to have automatically granted, represented and warranted that you have the right, power and authority to grant to Givology an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to: (a) use, copy, perform, display and distribute such information and content; (b) prepare derivative works of, and/or incorporate into other works, such information and content; and (c) grant and authorize sublicenses of the foregoing.
You acknowledge, consent and agree that Givology may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of Givology, its users, or the public.
3. Acceptable Use
Although Givology assumes no obligation to monitor the conduct of any User off the Website, it is a violation of this Agreement to use any information obtained from the Website in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any User, Field Partner, Recipient or other Person without their prior explicit consent. In particular, when viewing personal information of minors, there are stringent legal implications associated with Donor behavior. In order to protect such persons from such advertising or solicitation, Givology reserves the right to restrict the number of emails or control any other information exchange that a User may send to others associated with Website content in any 24-hour or other period to a number that Givology deems appropriate, in Givology's sole and absolute discretion. Should any inappropriate behavior occur, legal action may ensue.
Givology is not responsible, and shall have no liability, for any incorrect or inaccurate Content posted on the Website or any liability, cost or expense you may incur in connection with the Program, whether caused by any User, Field Partner, Recipient or other Person or by any of the equipment or programming associated with or utilized in the Program. Givology is not responsible for the conduct, whether online or offline, of any User of the Website or any other Person. With respect to the Website, Givology assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications. Under no circumstances will Givology be responsible for any loss or damage, including personal injury or death, resulting from any use of the Website or participation in the Program, any Content posted on the Website or transmitted to, or any interactions between, any Users of the Website, whether online or offline. Givology neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Website or the Program.
The web-site, including any content or information contained within it is provided "as is" with no representations or warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement. You assume total responsibility for your use of this site and site-related services.
Givology makes no representation or warranty, express or implied, with respect to any third party data provided to Givology or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. Givology will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by Givology or "force majeure" or any other cause beyond the control of Givology.
5. Limitation of Liability
You understand that any and all decisions made by you with respect to the Program are yours alone. Givology cannot and does not verify the accuracy of information from Field Partners, other Users or Recipients. Givology shall not be responsible, or have any duty or obligation to, or liability for: (a) decisions or interactions resulting (directly or indirectly) from participation in the Program; or (b) any damages, costs, losses or expenses a User incurs as a result (directly or indirectly) of making a Grant to a Recipient or as a result (directly or indirectly) of utilizing the Program or information received in connection with the Program. In addition, in no event will Givology be liable to you or any third person for any damages, costs, losses or expenses, including any lost capital, lost profits or special, incidental, consequential or punitive damages arising from your use of the Website or participation in the Program, even if Givology has been advised of the possibility of such damages, costs, losses or expenses.
6. Disputes with other Field Partners, Recipients
You are solely responsible for your interactions with any Field Partners, any other User (even to the extent prohibited hereby) or any Recipient and any disputes that may result from such interactions. Givology reserves the right, but has no obligation, to monitor disputes between you and such persons.
7. Disputes with Givology and Jury Trial Waiver
If there is any dispute about or involving Givology, the Website or the Program, by using the Website, you agree that the dispute will be governed by the laws of the State of Pennsylvania without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts located in Philadelphia, Pennsylvania.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE YOUR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY CONTEMPLATED USE HEREIN, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.
WITHOUT INTENDING IN ANY WAY TO LIMIT YOUR AGREEMENT TO WAIVE YOUR RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, you agree that any and all disputes or controversies of any nature between you, Givology, any Recipient or any Field Partner arising at any time shall be decided by a reference to a private judge, mutually selected by you, and as applicable, Givology, such Recipient or such Field Partner pursuant to state law and comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts, sitting without a jury, in the State of Pennsylvania; and you hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of state law.
You waive, to the maximum extent not prohibited by law, any right you may have to claim or recover in any legal action or proceeding referred to in this section any special, exemplary, punitive or consequential damages.
You agree to indemnify and hold Givology harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made or incurred by any third party due to or arising (directly or indirectly) out of your use of the Website or participation in the Program or arising from a breach of this Agreement.
9. Term; Termination
This Agreement will remain in full force and effect while you use the Website or participate in the Program as a User and, notwithstanding anything herein to the contrary, this Agreement will remain in effect after your participation in the Program and status as a User is terminated. Whether or not you are and remain eligible to participate in the Program may be determined by Givology in its sole and absolute discretion. You may terminate your participation and status as a User at any time and for any reason by sending a written notice of termination to Givology, such notice to be effective within 3 days of receipt by Givology. Givology may also terminate your participation in the Program and status as a User at any time and for any reason, effective upon transmission of notice to you at the email address you provide to Givology. If your participation in the Program is terminated by Givology, you agree not to use the Website any further.
10. Entire Agreement; Severability
This Agreement, accepted upon use of the Website and further affirmed by becoming a User, contains the entire agreement between you and Givology regarding the use of the Website or the Program. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
Please contact us at email@example.com with any questions regarding this Agreement.