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Terms of Service (USA)

GIVE PANEL INC.

TERMS OF SERVICE

Last Updated: January 4th 2022

These Terms of Service (“Agreement” or “Terms of Service”) are a legally binding

agreement between you (the “User,” “you,” or “your”) and GivePanel, Inc. (“GivePanel,”

“we,” “us,” “our”). You acknowledge and agree that your use of the GivePanel platform

(the “Platform”) through the GivePanel website at https://givepanel.com (the “Website”)

and will be governed by this Agreement, our Privacy Policy, and any related terms.

If you are unsure as to the terms of this Agreement, please do not proceed further and

contact us at [email protected]

Your use of our Website or Platform shall constitute your acceptance of this Agreement

and to all of the terms and conditions stated under this Agreement and our Privacy Policy

referenced herein.

PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE

THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS

CONTAIN A BINDING AND MANDATORY ARBITRATION PROVISION 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 AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN

DISPUTES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR

ACCEPTANCE OR BY USING AND NAVIGATING THROUGH OUR PLATFORM THROUGH

OUR WEBSITE, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE

AGREEMENT; (B) YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU

CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THIS AGREEMENT AND

AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS OUR PRIVACY

POLICY REFERENCED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON

BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE

THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND

CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH

ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO

NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND

MAY NOT USE OUR WEBSITE OR PLATFORM.

Capitalized terms not defined herein shall have the same meaning ascribed to them under

our Privacy Policy.

  1. INTRODUCTION TO GIVEPANEL AND OUR WEBSITE/PLATFORM

GivePanel, Inc. is cloud-based platform that helps non-profits unlock Facebook by giving

them a proven way to thank all their fundraisers, collect contact details, track results

and drive new fundraisers. With GivePanel, you can raise more, build long-lasting

relationships & run Facebook Group Challenges all in one place.

  1. PRIVACY POLICY

Our Privacy Policy describes how we handle the personal and business information you

provide to us when you register for our Website and Platform. You understand that

through your use of our Website and Platform, you consent to the collection and use (as

set forth in the Privacy Policy) of this information, including the transfer of this

information to the US, and/or other countries for storage, processing and use by

GivePanel and our affiliates.

  1. ELIGIBILITY & ACCESS RESTRICTIONS

To be eligible to use our Website or Platform, you must meet the following criteria and

represent and warrant that you: (a) are 18 years of age or older; (b) are not currently

restricted from accessing our Website or Platform, or not otherwise prohibited from

having an account, (c) are not our competitor, or are not using our Website or Platform

for reasons that are in competition with us; (d) will only maintain one registered account

at any given time; (e) have full power and authority to enter into this Agreement and doing

so will not violate any other agreement to which you are a party; (f) will not violate any of

our rights, including intellectual property rights such as patent, copyright, and trademark

rights; and (g) agree to provide at your cost all equipment, browser software, and internet

access necessary to use our Website or Platform.

  1. SERVICE LICENSE

Subject to your compliance with the terms of this Agreement, we grant you a limited, nonexclusive,

revocable, non-transferable, non-licensable, non-sublicensable license to

access and use our Website or Platform to: access, stream, download, and use on your

mobile device our Website or Platform and content made available in or otherwise

accessible through our Website or Platform, strictly in accordance with this Agreement.

You will not use, copy, adapt, modify, prepare derivative works based upon our Website

or Platform distribute, license, sell, transfer, publicly display, publicly perform, transmit,

stream, broadcast or otherwise exploit our Website or Platform, except as expressly

permitted in this Agreement. When using and accessing our Website or Platform, you

need to make sure that your internet connection is adequate. You are solely responsible

for your internet connection including and not limited to the applicable charges, rates,

tariffs, and other fees that might apply.

YOU AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING

FROM YOUR ACCESS OR USE OF OUR WEBSITE OR PLATFORM. WE PROVIDE NO

WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF

MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE

DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY

IS LIMITED TO THE FEE, IF ANY, PAID TO GIVEPANEL FOR THE ABILITY TO ACCESS OR

USE OUR WEBSITE OR PLATFORM.

  1. ACCESS AND SERVICE RESTRICTIONS

You agree that our Platform, including but not limited to the Website, graphics,

trademarks, and editorial content, contains proprietary content, information, and material,

which are owned by GivePanel and/or our licensors, including our customers, brands and

agencies, and are protected by applicable intellectual property and other laws, including

but not limited to copyright. You agree that you will not use such proprietary content,

information or materials other than for your permitted use of our Website or Platform or

in any manner that is inconsistent with the terms contained in this Agreement.

You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based

on our Website, or Platform, in any manner, and you will not exploit our Website or

Platform in any unauthorized way whatsoever, including but not limited to, using our

Website or Platform to transmit any computer viruses, worms, Trojan horses or other

malware, or by trespassing or burdening network capacity. You further agree not to use

our Website or Platform in any manner to harass, abuse, stalk, threaten, defame or

otherwise infringe or violate the rights of any other party, and that we are not in any way

responsible for any such use by you, nor for any harassing, threatening, defamatory,

offensive, infringing or illegal messages or transmissions that you may receive as a result

of using our Website or Platform.

  1. RESERVATION OF RIGHTS

You acknowledge and agree that our Website or Platform is provided for your use. Except

to the extent necessary to access and use our Website or Platform nothing in this

Agreement grants any title or ownership interest in or to any copyrights, patents,

trademarks, trade secrets or other proprietary rights in or relating to our Website or

Platform, whether expressly, by implication, estoppel, or otherwise. GivePanel and its

licensors and service providers reserve and will retain their entire right, title, and interest

in and to our Website or Platform, including all copyrights, trademarks, and other

intellectual property rights therein or relating thereto, except as expressly granted to you

in this Agreement.

  1. ACCESS RIGHTS

You can access and use our Website at https://givepanel.com. When using our Website

or Platform, you are required to provide us with registration information including

personal information. You agree that we have the right to disable your access and use

rights, at any time if, in our opinion, you have violated any provision of this Agreement

and/or our Privacy Policy. You agree to cooperate with us if the security of our Website

or Platform is compromised by you or another person through the use of our Website or

Platform. We will not be liable for any loss or damage arising from your failure to comply

with this Section.

We collect personal and business information (as set forth in our Privacy Policy), which

we need, from you when you register to use our Website or Platform. This information is

necessary for us to provide our Website or Platform to you and is stored on our servers

to enable us to continue to provide our Website or Platform to you. Upon your written

request, we will provide you with a list of all of the Personal Information that we store on

you within sixty (60) days of receiving your request. Also, upon your prior written request,

we will delete any such information within sixty (60) days of receiving your request.

Notwithstanding, please note that, if you ask us to delete all such information, we will not

be able to continue to provide our Website to you. Please send your requests to us at

[email protected]

  1. REQUIRED CONDUCT AND PROHIBITED CONDUCT

As a condition to access our Website or Platform you agree to this Agreement and to

strictly observe the following:

  1. Required Conduct
  2. Comply with all applicable laws, including, without limitation, tax laws, export

control laws and regulatory requirements;

  1. Provide accurate information to GivePanel and update from time to time as

may be necessary;

iii. Review our Privacy Policy; and

  1. Review and comply with notices sent by GivePanel, if any, concerning our

Website or Platform.

  1. Prohibited Conduct
  2. Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform,

display, sell, rebrand, otherwise transfer or commercially exploit our Website or

Platform (excluding any user content);

  1. Reverse engineer, decompile, disassemble, decipher, capture screen shots, or

otherwise attempt to derive the source code for any underlying intellectual

property used to provide our Website or Platform or any part thereof;

iii. Utilize information, content or any data you view on and/or obtain from our

Website to provide any service that is competitive with us;

  1. Imply or state, directly or indirectly, that you are affiliated with or endorsed by

GivePanel unless you have entered into a written agreement with us;

  1. Adapt, modify, or create derivative works based on our Website or Platform or

technology underlying our Website or Platform, or other users’ content, in whole

or in part;

  1. Rent, lease, loan, trade, sell/re-sell access to our Website or Platform or any

information therein, or the equivalent, in whole or part;

vii. Access, reload, or “refresh” or make any other request to transactional servers

that are beyond generally accepted usage of web-based applications;

viii. Use manual or automated software, devices, scripts robots, other means or

processes to “scrape”, “crawl” or “spider” any web pages contained in the

Website or Platform;

  1. Use automated methods to add contacts or send messages;
  2. Engage in “framing”, “mirroring”, or otherwise simulating the appearance or

function of our Website or Platform;

  1. Attempt to or actually access our Website or Platform by any means other than

through the interface provided by GivePanel;

xii. Attempt to or actually override any security component included in or

underlying our Website or Platform;

xiii. Engage in any action that interferes with the proper working of or places an

unreasonable load on our infrastructure, including but not limited to unsolicited

communications, attempts to gain unauthorized access, or transmission or

activation of computer viruses;

xiv. Remove any copyright, trademark, or other proprietary rights notices contained

in or on our Website or Platform, including those of both GivePanel or any of

our licensors;

  1. Use any information obtained from our Website or Platform to harass, abuse,

or harm another user; or

xvi. Engage in any action or promote any content that is harmful, offensive, illegal,

unlawful, discriminatory, dangerous, profane, or abusive.

  1. GIVEPANEL COMMUNICATIONS

You understand and agree that you may receive information and push notifications from

GivePanel via email, text message on your mobile device, or calls to your mobile number.

You hereby consent to receive communications via email, text message on your mobile

device, or calls to your mobile number. You acknowledge that you may incur additional

charges or fees from your wireless provider for these communications, including text

message charges and data usage fees, and you acknowledge and agree that you are

solely responsible for any such charges and fees and not GivePanel.

  1. Email Contact. We may send promotional messages about us and our products

and services related to our Website to your email. When you send us a query email

at [email protected], you are providing us with consent to send emails to

you for replying to your queries at your provided email address. By providing your

email address, you agree with these Terms of Service and our Privacy Policy.

  1. Push Notification. You can opt out of receiving push notifications through your

device settings. Please note that opting out of receiving push notifications may

impact your use of our Website or Platform.

  1. PAYMENT

Our Website and Platform are currently provided to you on a monthly or annual

subscription basis . In the event that we modify the subscription fee in the future, we will

communicate such modification to you as per the procedure detailed under Section 18

or as otherwise specified in another agreement between GivePanel and you.

  1. INDEMNIFICATION

You agree to indemnify, defend, and hold GivePanel and our officers, employees,

managers, directors, customers, and agents (the “Indemnitees”) harmless from and

against any and all costs, liabilities, losses and expenses (including but not limited to

reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding

brought by any third party against GivePanel and our Indemnitees arising from any of the

following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct

of you or your employees, agents, or contractors; (iii) incorrect information provided by

you in your account or elsewhere; or (iv) a failure by you or your employees, agents,

contractors or invitees to comply with applicable laws and regulations.

  1. DISCLAIMERS

Your access to and use of our Website or Platform or any content are at your own risk.

You understand and agree that our Website or Platform are provided to you on an “AS IS”

and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent

permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS,

WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, AND NON-INFRINGEMENT. We make no warranty or representation and

disclaim all responsibility and liability for: (i) the completeness, accuracy, availability,

timeliness, security or reliability of our Website or Platform or any content; (ii) any harm

to your computer system, loss of data, or other harm that results from your access to or

use of our Website or Platform or any content; (iii) the deletion of, or the failure to store

or to transmit, any content and other communications maintained by our Website or

Platform; and (iv) whether our Website or Platform will meet your requirements or be

available on an uninterrupted, secure, or error-free basis. No advice or information,

whether oral or written, obtained from us or through our Website or Platform, will create

any warranty or representation not expressly made herein.

GIVEPANEL DOES NOT REVIEW, VERIFY, REVISE, ENDORSE, OR OTHERWISE APPROVE

ANY CONTENT CREATED OR POSTED BY OUR USERS, AND COMMUNICATED TO OTHER

USERS OR THIRD PARTIES VIA OUR WEBSITE OR PLATFORM, BUT GIVEPANEL WILL

REMOVE CONTENT THAT VIOLATES ANY LAWS OR THIS AGREEMENT. UNDER NO

CIRCUMSTANCES WILL GIVEPANEL BE LIABLE IN ANY WAY FOR ANY CONTENT

CREATED OR POSTED BY OUR USERS FOR, INCLUDING, WITHOUT LIMITATION, ANY

ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND

INCURRED AS A RESULT OF SUCH CONTENT. THE CONTENT IS SOLELY CREATED BY

OUR USERS, AND GIVEPANEL SPECIFICALLY DISCLAIMS ANY AND ALL ROLE

WHATSOEVER WITH RESPECT TO THE CREATION OR POSTING OF SUCH CONTENT.

  1. LIMITATION OF LIABILITY

You acknowledge and agree that, in no event will GivePanel be liable to you or any third

party for any indirect, punitive, exemplary, incidental, special, or consequential damages

whether in contract, tort (including negligence), or otherwise arising out of this

Agreement, or the use of, or the inability to use, our Website or Platform, including, without

limitation, any information made available through our Website or Platform, pursuant to

this Agreement. In the event the foregoing limitation of liability is determined by a court

of competent jurisdiction to be unenforceable, then the maximum liability for all claims

of every kind will not exceed one times (1x) the aggregate of payments received under

this Agreement. The foregoing limitation of liability will cover, without limitation, any

technical malfunction, computer error or loss of data, and any other injury arising from

the use of our Website or Platform. Some jurisdictions do not allow the exclusion of

certain warranties or the limitation or exclusion of liability for incidental or consequential

damages. To the extent that GivePanel may not disclaim any implied warranty or limit its

liabilities, the scope and duration of such warranty and the extent of GivePanel’s liability

will be the minimum permitted under applicable law.

  1. TERMINATION AND PAUSING MEMBERSHIP

You may terminate this binding legal Agreement with GivePanel by providing thirty (30)

days prior written notice and receive a pro-rated amount for unused months of the

membership. You may also request for your membership to be frozen by providing <enter

number> days’ notice and.

We reserve the right to suspend or terminate your account or cease providing you with

access to all or part of our Website or Platform at any time for any or no reason, including,

but not limited to, if we reasonably believe: (i) you have violated this Agreement or our

Privacy Policy, (ii) you create risk or possible legal exposure for GivePanel ; or (iii) our

provision of our Website or Platform to you is no longer commercially viable. We will

make reasonable efforts to notify you of such termination by the email address

associated with your account or the next time you attempt to access your account,

depending on the circumstances. In all such cases, this Agreement shall terminate,

including, without limitation, your license to use our Website or Platform.

All amounts and fees stated or referred to in this agreement:

(a) Shall, unless otherwise agreed in writing, be payable in USD;

(b) Are non-cancellable and non-refundable;

(c) are, unless otherwise agreed, exclusive of any value added tax, which may

applicable to GivePanel’s invoice(s) at the appropriate rate.

All sections, which by their nature and context are intended to survive the termination of

this Agreement, will survive.

  1. COPYRIGHT INFRINGEMENT/DMCA NOTICE

If you believe that any content on our Website or Platform violates your copyright, and

you wish to have the allegedly infringing material removed, the following information in

the form of a written notification (pursuant to the Digital Millennium Copyright Act of

1998 (“DMCA Takedown Notice”)) must be provided to our designated Copyright Agent.

  1. Your physical or electronic signature;
  2. Identification of the copyrighted work(s) that you claim to have been infringed;
  3. Identification of the material on our Website or Platform that you claim is infringing

and that you request us to remove;

  1. Sufficient information to permit us to locate such material;
  2. Your address, telephone number, and email address;
  3. A statement that you have a good faith belief that use of the objectionable material

is not authorized by the copyright owner, its agent, or under the law; and

  1. A statement that the information in the notification is accurate, and under penalty

of perjury, that you are either the owner of the copyright that has allegedly been

infringed or that you are authorized to act on behalf of the copyright owner.

GivePanel’s Copyright Agent to receive DMCA Takedown Notices is Simon Smart,

[email protected], at GivePanel, Inc., Attn: DMCA Notice, 1013 Centre Road, Suite 403-

B, Wilmington, New Castle, DE 19805. You acknowledge that for us to be authorized to

take down any content, your DMCA Takedown Notice must comply with all the

requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any

misrepresentation of material fact (falsities) in a written notification automatically

subjects the complaining party to liability for any damages, costs and attorney’s fees

incurred by GivePanel in connection with the written notification and allegation of

copyright infringement.

  1. ASSIGNMENT

This Agreement is only for your benefit. You shall have no right to assign this Agreement

or any benefits or obligation hereunder to any other party or legal entity. Any attempted

assignment shall be void.

  1. ANTI-BRIBERY AND EXPORT COMPLIANCE

You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share

with, or otherwise offer our Website or Platform in violation of any laws or this Agreement,

including, without limitation, the United States Foreign Corrupt Practices Act, the UK

Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the

foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make

available or release (collectively, “Export”) our Website or Platform to any destination,

person, entity or end-use prohibited or restricted under the US law without prior US

government authorization to the extent required by the applicable export control

regulations, including without limitation, to any parties listed on any of the denied parties

lists or specially designated nationals lists maintained under the Export Administration

Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et

seq.) administered by the US Department of Treasury, Office of Foreign Assets Control

without appropriate US government authorization to the extent required by the applicable

regulations.

  1. MODIFICATIONS

We reserve the right, at our sole discretion, to change or modify this Agreement at any

time. In the event, we modify the terms of this Agreement, such modifications shall be

binding on you only upon your acceptance of the modified Agreement. We will inform you

about the modifications via email, on our Website or Platform by posting a modified

version of this page, or by a comparable means within a reasonable time period. Your

continued use of our Website or Platform shall constitute your consent to such changes.

  1. RELATIONSHIP OF PARTIES

The parties hereto are independent contractors, and nothing contained herein shall be

interpreted as creating any relationship other than that of independent contracting

parties. The parties shall not be construed as being partners, joint ventures, shareholders,

employer/employee, or agent/servant. The User has no power or authority to bind

GivePanel to any obligation, agreement, debt or liability. The User shall not hold itself out

as an agent or representative of GivePanel.

  1. GOVERNING LAW

This Agreement shall be governed by the law of the State of Delaware, without respect to

its conflicts of laws principles. Each of the parties to this Agreement consents to the

exclusive jurisdiction and venue of the state and federal courts located in Wilmington,

New Castle, Delaware 19805 for any actions not subject to Dispute Resolution and

Arbitration provisions as set forth in Section 21.

  1. DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO

ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH GIVEPANEL AND LIMITS THE

MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

  1. Binding Arbitration

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings

(collectively, “Disputes”) in which either party seeks to bring an individual action in small

claims court or seeks injunctive or other equitable relief for the alleged unlawful use of

intellectual property, including, without limitation, copyrights, trademarks, trade names,

logos, trade secrets or patents, you and GivePanel agree (a) to waive your and

GivePanel’s’ respective rights to have any and all Disputes arising from or related to this

Agreement, use of our Website or Platform, resolved in a court, and (b) to waive your and

GivePanel respective rights to a jury trial. Instead, you and GivePanel agree to arbitrate

Disputes through binding arbitration (which is the referral of a Dispute to one or more

persons charged with reviewing the Dispute and making a final and binding determination

to resolve it instead of having the Dispute decided by a judge or a jury in court).

  1. No Class Arbitrations, Class Actions or Representative Actions

You and GivePanel agree that any Dispute arising out of or related to these Terms of

Service or use or access of our Website or Platform is personal to you and GivePanel and

that such Dispute will be resolved solely through individual arbitration and will not be

brought as a class arbitration, class action or any other type of representative proceeding.

You and GivePanel agree that there will be no class arbitration or arbitration in which an

individual attempts to resolve a Dispute as a representative of another individual or group

of individuals. Further, you and GivePanel agree that a Dispute cannot be brought as a

class or other type of representative action, whether within or outside of arbitration, or on

behalf of any other individual or group of individuals.

  1. Federal Arbitration Act

You and GivePanel agree that these Terms of Service affect interstate commerce and

that the enforceability of this Section shall be both substantively and procedurally

governed by and construed and enforced in accordance with the Federal Arbitration Act,

9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

  1. Notice; Informal Dispute Resolution

You and GivePanel agree that each party will notify the other party in writing of any arbitral

or small claims Dispute within thirty (30) days of the date it arises, so that the parties can

attempt in good faith to resolve the Dispute informally. Notice to GivePanel shall be sent

by certified mail or courier to GivePanel, Inc. , 1013 Centre Road, Suite 403-B, Wilmington,

New Castle, DE 19805-1270. Your notice must include (a) your name, postal address,

telephone number, the email address you use or used for your GivePanel’s’ account and,

if different, an email address at which you can be contacted, (b) a description in

reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you

are seeking. Our notice to you will be sent electronically in accordance with this

Agreement and will include (x) our name, postal address, telephone number and an email

address at which we can be contacted with respect to the Dispute, (y) a description in

reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we

are seeking. If you and GivePanel cannot agree how to resolve the Dispute within thirty

(30) days after the date notice is received by the applicable party, then either you or

GivePanel may, as appropriate and in accordance with this Section, commence an

arbitration proceeding.

  1. Process

EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL

ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE

RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING,

WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE

SECRETS OR PATENTS, YOU AND GIVEPANEL AGREE THAT ANY DISPUTE MUST BE

COMMENCED OR FILED BY YOU OR GIVEPALE WITHIN (1) YEAR OF THE DATE THE

DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED

(WHICH MEANS THAT YOU AND GIVEPANEL WILL NO LONGER HAVE THE RIGHT TO

ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and GivePanel agree that (a) any

arbitration will occur in New Castle County, Delaware, (b) arbitration will be conducted

confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules

and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”)

then in effect, except as modified by this “Dispute Resolution” section, and (c) that the

state or federal courts of the State of Delaware, have exclusive jurisdiction over any

appeals and the enforcement of an arbitration award. You may also litigate a Dispute in

the small claims court located in the county of your billing address if the Dispute meets

the requirements to be heard in small claims court.

  1. Authority of Arbitrator

As limited by the FAA, these Terms of Service and the applicable AAA Rules, the arbitrator

will have (a) the exclusive authority and jurisdiction to make all procedural and

substantive decisions regarding a Dispute, including the determination of whether a

Dispute is arbitral, and (b) the authority to grant any remedy that would otherwise be

available in court; provided, however, that the arbitrator does not have the authority to

conduct a class arbitration or a representative action, which is prohibited by these Terms

of Service. The arbitrator may only conduct an individual arbitration and may not

consolidate more than one individual’s claims, preside over any type of class or

representative proceeding, or preside over any proceeding involving more than one

individual. Notwithstanding anything to the contrary herein or the applicable AAA Rules,

discovery in the arbitration shall be limited to one set of interrogatories, one set of

requests for admissions, and one set of requests for production of documents.

The arbitrator’s award of damages must be consistent with the terms of the “Limitation

of Liability” section above as to the types and amounts of damages for which a party may

be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the

claimant and only to the extent necessary to provide relief warranted by the claimant’s

individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’

fees and expenses, to the extent provided under applicable law. We will not seek and

hereby waive all rights we may have under applicable law to recover, attorneys’ fees and

expenses if we prevail in arbitration.

  1. Rules of AAA

The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-

800-778-7879. By agreeing to be bound by these Terms of Service, you either (a)

acknowledge and agree that you have read and understand the rules of AAA, or (b)

waive your opportunity to read the rules of AAA and any claim that the rules of AAA are

unfair or should not apply for any reason.

  1. Severability

If any term, clause or provision of this Section is held invalid or unenforceable, it will be

so held to the minimum extent required by law, and all other terms, clauses and provisions

of this Section will remain valid and enforceable. Further, the waivers set forth herein are

severable from the other provisions of this Agreement and will remain valid and

enforceable, except as prohibited by applicable law.

  1. Opt-Out Right

YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30)

DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING

TO: GIVEPANEL, INC., RE: OPT-OUT, 1013 CENTRE ROAD, SUITE 403-B, WILMINGTON,

NEW CASTLE, DE 19805. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST

INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF

BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE

AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 20.

  1. MISCELLANEOUS

This Agreement along with our Privacy Policy constitutes the entire agreement between

you and GivePanel and supersedes any prior agreements between you and GivePanel

with respect to the subject matter herein. Our failure to exercise or enforce any right or

provision of this Agreement will not constitute a waiver of such right or provision. If any

provision of this Agreement is found by a court of competent jurisdiction to be invalid, we

both nevertheless agree that the court should endeavor to give effect to our intentions as

reflected in this provision, and the other provisions of this Agreement to remain in full

force and effect. You agree that regardless of any statute or law to the contrary, any claim

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