Terms of Use


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This terms of use (“Terms of Use”) is between Niche Interactive Media Inc. d/b/a ShoppingGives and its subsidiaries and affiliates (collectively, “ShoppingGives,” “we,” “our,” and “us”) and Users (as defined in Section 1 below).  This Terms of Use governs User’s access to and/or use of our websites located at www.shoppinggives.com or www.Shopping.Gives, any mobile versions and/or applications related thereto, products, services and any sites ShoppingGives has now or acquires in the future (the, “Services”).  If a User does not agree with this Terms of Use, such User shall not use the Services.

IF AN INDIVIDUAL IS AGREEING TO THIS TERMS OF USE ON BEHALF OF A LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THE INDIVIDUAL HAS THE LEGAL AUTHORITY TO BIND SUCH ENTITY.

By downloading, accessing and/or using the Services, User acknowledges and agrees that such User has read, understands and agrees to be bound by all of the terms and conditions of this Terms of Use, as well as all other applicable rules or policies, terms and conditions or agreements that are or may be established by ShoppingGives from time to time and the foregoing shall be incorporated herein by reference.  The terms and conditions of this Terms of Use will exclusively govern Users’ access to and/or use of the Services.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, USER AGREES THAT DISPUTES BETWEEN USER AND SHOPPINGGIVES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND USER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.

    1. Overview

ShoppingGives developed a software-as-a-service platform that supports the giving economy by enabling Users to shop in a marketplace of Retailers or shop on a Retailers website and donate to an Organization, fundraise for an Organization and/or track purchases with Retailers (collectively, the “Intended Purpose”).  Non-for-profit organizations (“Organization(s)”) located in one of the 50 U.S. States or the District of Columbia that are in good standing with the Internal Revenue Services (“IRS”) as a 501(c)3 and meet ShoppingGives eligibility criteria, which may change from time to time in its sole and absolute discretion, named administrators within the Organization (“Organization Admin(s)”) that may be individuals or entities, fundraisers within the Organization (“Team Member(s)”), individual donors (“Supporter(s)”), Retailers (“Retailer(s)”) and named Retail administrators (“Retail Admin(s)”) agree to only use ShoppingGives for legal purposes that conform with the Intended Purpose and in accordance with the terms and conditions set forth herein.  Organizations, Organization Admins, Team Members, Supporters, Retailers and Retailer Admins shall collectively be referred to herein as the “User(s)”. The Organization Admins will have the ability to manage its Organization’s profile, invite Team Members, designate Organization Admins and transfer monies received for donations to designated accounts. The Organization Admins will send the applicable Team Members an invitation to access Organization’s Portal, and in such event the Team Member shall assist in marketing and promoting the Organization to increase donations and will have the ability to access marketing content associated with the Organization and reporting related to performance. Retailers are the retail organizations that allow Supporters to make a donation to an Organization when purchasing goods and/or products from such Retailer.  The Retailer may elect to designate a Retailer Admin and in such event the Retailer Admin will have the ability to access applicable reports and manage billing. The Services are an administrative platform only, and ShoppingGives is not a broker, agent, financial institution, creditor or nonprofit corporation. ShoppingGives does not guarantee the quantity and/or amount of any donations and/or any outcome related thereto. Users will comply with all applicable laws, rules and/or regulations when accessing and/or using the Services.

2. Privacy Policy

By using our Services, Users agree to the Privacy Policy located here and consent to any personal information we may obtain about a User being collected, stored and/or otherwise processed in accordance with the Privacy Policy and this Terms of Use.

3. Amendment

Changes.  ShoppingGives may update this Terms of Use in its sole discretion, at any time, in whole or in part.  If ShoppingGives makes changes and/or modifications that impact User’s use of and/or access to the Services, we will post notice of the change and/or modification on this Terms of Use and change the ‘Updated’ date set forth above.  User agrees that its continued use of the Services following changes and/or modifications will constitute acceptance of such changes and/or modifications. We may also provide Users additional forms of notice as appropriate under the circumstances.  If User does not agree to the changes, User shall not use the Services after the effective date of the changes and/or modifications. Please revisit this Terms of Use regularly to ensure that you stay informed of any changes and/or modifications to this Terms of Use.

Additional Terms.  ShoppingGives also reserves the right to post, from time to time, additional rules of usage that apply to specific parts of the Services, which may be posted in the relevant parts of the website and/or dashboard of such User’s Account (if applicable). User’s continued use of the Services constitutes User’s agreement to comply with these additional rules. Those additional terms promulgated by ShoppingGives will control in the event of any conflict with these Terms of Use.

4. Use of the Services

Access to Services.  ShoppingGives retains the right, in its sole and absolute discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason. While we use reasonable efforts to keep the Services accessible, the Services and/or User’s Account may be unavailable from time to time. User understands and agrees that there may be interruptions to the Services and/or access to User’s Account due to circumstances within ShoppingGives’ control (e.g., routine maintenance) and outside of ShoppingGives’ control.  User acknowledges and agrees that the use of the Services is at User’s own risk, including without limitation the risk that User might be exposed to content that is offensive, indecent, inaccurate and/or objectionable. The Services may be modified, updated, suspended and/or discontinued at any time as determined by ShoppingGives in its sole and absolute discretion and without notice and/or liability and User acknowledges and agrees that it is aware of this and any risks related thereto.

Account Creation.  In order to use the Services as an Organization, Organization Admin, Team Member, Retailer and the Retailer Admin must set up an account (“Account”) and Supporters may elect to set up an Account or provide a one-time guest user purchase without setting up an Account.  Such Account requires such Organization, Organization Admin, Team Member, Retailer, Retailer Admin or Supporter (if applicable) to (i) indicate agreement to this Terms of Use, and (ii) submit any other form of authentication required during the enrollment process, as determined by ShoppingGives in its sole and absolute discretion.  If an Account is established with ShoppingGives, such Organization, Organization Admin, Team Member, Retailer, Retailer Admin or Supporter (if applicable) agrees to provide true, accurate, and current information in connection with the Account. Account holders are responsible for updating and correcting information submitted to create and/or maintain an Account. Organization, Organization Admin, Team Member, Retailer, Retailer Admin or Supporter (if applicable) is solely responsible for maintaining the security and confidentiality of the password used to access its Account.  Each Organization, Organization Admin, Team Member, Retailer, Retailer Admin or Supporter (if applicable) acknowledges and agrees that ShoppingGives shall have no responsibility for any incident arising out of, and/or related to, the Account settings. ShoppingGives will assume that anyone using the Services and/or transacting through the Account is authorized by the Organization, Organization Admin, Team Member, Retailer, Retailer Admin or Supporter (if applicable), including without limitation any fees charged, or purchases made. Therefore, the Organization, Organization Admin, Team Member, Retailer, Retailer Admin or Supporter (if applicable) further agrees to immediately notify ShoppingGives of any unauthorized use of passwords and/or Account and/or any other breach of security.  No disguised identities are allowed to be used in connection with the Services. We may refuse to grant an Account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark or other proprietary rights, as determined by ShoppingGives in its sole and absolute discretion. Accounts are non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If the Organization, Organization Admin, Team Member, Retailer, Retailer Admin or Supporter (if applicable) violate this Terms of Use we may terminate such Account immediately. Upon termination, the provisions of this Terms of Use are by their nature intended to survive termination (including without limitation any disclaimers, limitations of liability and indemnities) shall survive such termination.

Termination of Account.  If we terminate an Account, such party may not subscribe under a new account unless formally invited by ShoppingGives. If any party commits fraud and/or falsifies information in connection with a User’s use of the Services, such Account will be terminated immediately and we reserve the right to hold the applicable User liable for any and all damages that we suffer, and we may pursue legal action through relevant local and national law enforcement authorities and may notify such party’s ‘Internet Service Provider’ of any fraudulent activity we associate with the applicable User and/or its access to and/or use of the Services.

Eligibility.  The Children’s Online Privacy Protection Act (“COPPA”) requires that online Users get parental consent before they knowingly collect personally identifiable information online from children under the age of thirteen (13).  ShoppingGives does not knowingly collect or solicit information from children under the age of thirteen (13). To access and/or use the Services, Users must be at least thirteen (13) years of age or older and no person under the age of thirteen (13) should use the Services. Users must be at least eighteen (18) years of age or older and no person under the age of eighteen (18) should be a User or otherwise receive payment. Use of the Services as a User shall be deemed to be a representation that the User is 18 years of age or older.  If we learn we have collected personal information from a child under the age of thirteen (13), we will delete the information, so please contact us at support@shoppinggives.com if you think a child has provided us with personal information.

Communications from ShoppingGives. When accessing and/or using the Services, Users are communicating with us and/or other users of the Services electronically, and consent to receive communications from us and/or the other users electronically.  We will communicate with Users by e-mail and/or by posting notices on the Services. In the event a User cancels its Account or relationship with ShoppingGives, the User may continue to receive promotional electronic communications from ShoppingGives unless User elects to opt-out of receiving those communications and notifies us of the same. User acknowledges and agrees that all agreements, notices, disclosures and/or other communications that we provide to User electronically satisfy any legal requirement that such communications be in writing.

Terms with End Users.  Each Organization, Organization Admin and/or Team Member shall have in place and will present its end users with terms of use that contains provisions at least as protective as ShoppingGives as those in these Terms of Use, including without limitation Section 10 (Prohibited Use) and Section 11 (Ownership).  Each Organization, Organization Admin and/or Team Member must inform end users in their terms of use that (i) ShoppingGives is not liable for the Organization, Organization Admin and/or Team Member’s site, services and/or products; (ii) ShoppingGives cannot provide assistance with use of the Organization, Organization Admin and/or Team Member’s site, services and/or products; (iii) Organization, Organization Admin and/or Team Member is solely responsible for any liability which may arise from an end user’s access to or use of such party’s site, services and/or products, including without limitation, the development, use, marketing, distribution, access and/or storage of the end user’s data.  The Organization, Organization Admin and/or Team Member shall defend, indemnify and hold harmless ShoppingGives from and against any and all claims, losses, liabilities, expenses or damages, including attorney’s fees, arising from and/or relating to any breach of the terms and conditions set forth herein by the end user.

    1. Change Commerce

Change Commerce. ShoppingGives ‘Change Commerce’ technology is integrated with the ecommerce experience of Retailers that partner with ShoppingGives. All intellectual property related to ‘Change Commerce’ is owned by ShoppingGives and the Retailer has the right to access and use it as described herein.  When Organizations, Organization Admins, Team Members or Supporters engage with ShoppingGives technology on the Retailers website, such Organizations, Organization Admins, Team Members or Supporters, as the case may be, agree to all provisions in ShoppingGives Terms of Use and Privacy Policy. The Organization’s database is maintained by ShoppingGives with customization based on the Retailer.  ShoppingGives does not collect any personal information from shoppers of store partners unless a User creates an Account or is otherwise logged into their Account.

Retailer Charges and Payment Terms.  Commencing on the Effective Date and on a monthly basis thereafter, Retailer shall be charged a predetermined service fee and based on the transactions processed through its Account.  Retailer will be charged initially upon the first to occur of (i) receipt of Fifty Dollars (US$50.00) of accrued donations from such Retailer or (ii) (30) days after the Effective Date (“Initial Payment Trigger”).  After the Initial Payment Trigger and thereafter, Retailer will be charged each time upon the earlier to occur of (a) receipt of Fifty Dollars (US$50.00) of accrued donations from such Retailer or (b) (30) days after the occurrence of the immediately subsequent payment trigger.  Following receipt of information from the Retailer, ShoppingGives will reconcile all returns and/or incorrect transactions within thirty (30) days from an initial order date, or other timeframe mutually agreed to by ShoppingGives and the Retailer, and any credits due and owing to Retailer’s Account shall be reconciled on the subsequent invoice.

Retailer Technology Agreement. Retailer may enter into a ‘Retailer Technology Agreement’ with ShoppingGives, and in such event if there is a conflict between the terms and/or conditions set forth in this Terms of Use and the terms and/or conditions in the ‘Retailer Technology Agreement’, the terms and/or conditions set forth in the ‘Retailer Technology Agreement’ shall govern.

    1. ShoppingGives Foundation and PPGF

ShoppingGives maintains a commercial co-venture agreement by working directly with the ShoppingGives Foundation (“ShoppingGives Foundation”), an independent non-profit registered in Illinois.  ShoppingGives Foundation overseas the disbursement of funds to eligible nonprofits. ShoppingGives Foundation makes every effort to comply with User recommendations and to grant the funds to the beneficiary designated by each User. However, to comply with federal tax laws and IRS regulations, ShoppingGives Foundation is required to retain legal control over any charitable contributions it receives, and must retain the exclusive authority and discretion to grant the funds to other charitable organizations as it sees fit. Please note that ShoppingGives Foundation does not make grants to private foundations or supporting organizations. While unlikely, it is possible that a User may designate a charity that does not satisfy ShoppingGives Foundation’s criteria. User therefore acknowledges and agrees that, if ShoppingGives Foundation determines, in its sole and absolute discretion, that it would be inappropriate or improper to grant the funds designated for a particular charity because, for example, the charity is no longer accepting donations, is no longer recognized as a public charity, or is no longer in good standing with state or federal regulators, ShoppingGives Foundation may, in its sole and absolute discretion, ask the User to recommend an alternate charity to receive the donation, or grant the donation to another charity working in the same cause area (as determined by ShoppingGives Foundation), with or without notice to the User. It is the practice of ShoppingGives Foundation to deliver granted funds to any designated Organization on no less than a semi-annual basis.

ShoppingGives and the ShoppingGives Foundation has partnered with PayPal Giving Fund (“PPGF”), a United States 501(c)(3) charity that raises new funds for charities through technology.  PPGF (Federal Tax ID 45-0931286) certifies charities that participate in the ShoppingGives and/or ShoppingGives Foundation program; receives donations from ShoppingGives and/or ShoppingGives Foundation and grants one hundred percent (100%) of those funds to benefiting charities.  Donations for charity campaigns are processed via ShoppingGives and/or ShoppingGives Foundation and sent to PPGF, which receives the donations and grants the funds to the recommended designated charities in accordance with PPGF policies, which terms and/or policies shall be incorporated herein by reference.

Each donation made to PPGF shall be given to charities in the form of grants to further charitable and educational purposes.  When Users make a donation to PPGF, Users may recommend that PPGF make a corresponding grant to a charity in the amount of User’s donation. PPGF will direct funds to the chosen charity and will only redirect funds from ShoppingGives and/or ShoppingGives Foundation if PPGF is unable to make the grant according to its Donation Delivery Policy, which terms are incorporated herein by reference.  Like all donor advised funds, PPGF retains ultimate discretion and control over the use of the donations it receives from ShoppingGives and/or ShoppingGives Foundation.  PPGF shall retain exclusive legal control over all donations and may reassign funds to a similar qualifying charitable organization if it is unable to follow User’s recommendation.  PPGF will provide Users with a donation receipt, and Users will disregard any additional tax receipt received from a benefiting charity as a result of PPGF’s grant.

PPGF grants donated funds to charities enrolled with PPGF on a monthly basis on or around the 25th day of each month (typically 15-45 days after PPGF’s receipt of funds).  In certain circumstances Users may have the option to recommend that PPGF grant funds they donate to charities that have not yet enrolled with PPGF.  PPGF makes attempts to grant donations made to benefit charities that have not enrolled after making reasonable attempts to contact them and invite their enrollment in PPGF.  If a charity does not enroll with PPGF and/or PPGF is unable to deliver the grant funds to such charity, PPGF may, in its sole discretion, remove the charity from the directory and reassign the funds.

    1. Organization Database

ShoppingGives utilizes an organization database (“Organization Database”). The data contained is provided by public sources or by a representative of the Organization itself. Data is updated on a monthly basis. If information is incorrect or if an Organization would like to contact us to update the information found in the Organization Database please contact support@shoppinggives.com. Supporters are able to select an Organization that has not registered for an Account, as long as the Organization meets ShoppingGives eligibility criteria, which may be modified from time to time in ShoppingGives’ sole and absolute discretion.  If an Organization has not registered, but has Cash Back Donations that were allocated to an unregistered Organization by a Supporter, ShoppingGives will attempt to contact the unregistered Organization with instructions on how to register, using the public contact information the Organization has filed with the IRS. Please note that donations that have been allocated to an unregistered charity from Users that made their first supporting purchase more than four (4) full calendar quarters ago will be reallocated to other registered Organizations, as determined by ShoppingGives in its sole and absolute discretion, if the chosen charity remains unregistered at the end of the fourth (4th) calendar quarter following the Supporter’s donation.

    1. General Payment Terms

Payment Method.  Upon creating an Account, the User shall be required to designate a payment method (“Payment Method”).  Supporters that elect not to set up an Account and desire to make a donation will be prompted to provide an applicable Payment Method to finalize the transaction.  Such Account holder authorizes ShoppingGives to automatically charge the Payment Method for the fees in advance or as otherwise agreed to by the parties in writing.  If the Payment Method on file is closed or the Account information is changed, or if, for any reason, a charge is rejected by the Payment Method, the User shall immediately update the Payment Method or supply a new Payment Method, as appropriate.  If the User does not notify us of updates to the Payment Method, to avoid interruption of the Services, we may participate in programs supported by the card provider, bank or other third parties to try to update the payment information. The User authorizes us to continue billing the Account with the updated information that we obtain.  If the User is unable to update its Payment Method with appropriate information, then ShoppingGives will send and/or email an invoice to the User detailing the amount due and such invoice shall be due and payable within seven (7) days after the date of the invoice, or the User Account will be considered past due and ShoppingGives may suspend and/or terminate the Account, without liability, and seek all available remedies at law and in equity.

We may use a third-party payment processor to process payments. Your credit card information or other payment method will be processed and stored by such third-party payment processor. You expressly understand and agree that the use of such platform is governed by the third-party’s terms and conditions and ShoppingGives shall have no liability related thereto.

Taxes and Third-Party Fees. Fees are exclusive of applicable taxes.  User is responsible for and must pay any applicable taxes, fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Terms of Use.  User shall also be responsible for all third-party fees (including, for example, mobile carrier fees, ‘ISP’ charges, data plan charges, credit card fees, foreign exchange fees, and foreign transaction fees). We are not responsible for these fees if you have questions about fees please contact the applicable third party. We may take all steps necessary to collect the fees owed us and User is responsible for all related collection costs and expenses.

Reporting. ShoppingGives will provide Retailers an aggregated non-profit performance report which shall be accessible through the Retailer’s Account, which will include activity under Retailer’s Account such as transactions, order value, donation amounts, Organizations related to the donations.

    1. Prohibited Use

Any use of the Services and/or information provided by ShoppingGives other than as specifically authorized herein, without ShoppingGives’ prior written consent, is strictly prohibited. Without limiting the foregoing, User is responsible for User’s actions (and the action of any person User permits access to the Services) while accessing or using the Services, and User shall not use the Services in any manner that violates applicable law, contract, intellectual property or other third-party rights.  Users shall not (and User shall not permit any other person to):

      • restrict or interfere with another User’s ability to use or enjoy the Services;
      •  overburden ShoppingGives’ infrastructure in any manner and/or otherwise damage and/or impair the functionality of the Services;
      •  gather email addresses through harvesting or automated means;
      •  posting or transmitting unauthorized or unsolicited advertising, promotional materials, and/or any other forms of solicitation to other Users;
      •  attempt to access any portion of the Services that is not public and/or override any security measures that are in place;
      •  introduce any virus, ‘Trojan Horse’, worm or other similarly harmful programming routines or automated systems, including, ‘robots’ or ‘botnets’, that flood the system with information at an unreasonable rate;
      •  impersonate any other person or entity and/or use any misleading and/or false information or statements for any purpose, including but not limited to, gaining access to another User’s account;
      •  provide content that is harmful, offensive, inaccurate, abusive or otherwise inappropriate language including without limitation, bigotry, racism, discrimination, hatred or profanity;
      •  sell, resell, copy, reproduce, redistribute or display publicly the Services or content on the Services other than expressly permitted by ShoppingGives;
      •  modify content on the Services in any way, such as the removal of any proprietary rights notices or markings; and/or
      •  create a link to the Services from another website or document without prior written consent.

Furthermore, ShoppingGives grants User the rights set forth herein, subject to the following conditions:

      • User hereby represents and warrants to ShoppingGives that (a) all information provided to ShoppingGives by User is true, complete and accurate in all respects, and (b) User is authorized to submit information to ShoppingGives;
      •  ShoppingGives is authorized by User to rely upon the truthfulness, completeness and accuracy of User Content in order to serve its consumers;
      •  User shall not decompile, modify, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;
      •  User may not access all or any part of the Services in order to build a product or service which competes with the Services;
      •  User shall not copy or imitate part or all of the design, layout, or look-and-feel of the Services or individual sections of it, in any form or media;
      •  User shall not access any content on the Services via automated means including without limitation crawling, scraping and/or caching.
      •  User agrees not to intentionally hold ShoppingGives and/or their employees and/or directors up to public scorn, ridicule or defamation;
      •  User will use commercially reasonable efforts to prevent unauthorized access to and/or use of the Services, and notify ShoppingGives promptly of any such unauthorized access and/or use;
      •  User will not attempt to do any of the following: access data not intended for User, monitor the Services for data gathering purposes in an effort to track sales, usage, aggregate, pricing and/or similar information, and/or interfere with the Services in relation to any user in any manner; and/or
      •  User shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided.

ShoppingGives shall not be subject to any obligations of confidentiality regarding any information and/or materials submitted through the Services except as otherwise specified in this Terms of Use and/or the Privacy Policy and/or as set forth in any additional terms and conditions relating to specific products and/or services utilized by ShoppingGives in conjunction with the Services, and/or as otherwise required by law.  The commercial use, reproduction, transmission or distribution of any information, software or other material available through the Services without the prior written consent of ShoppingGives is strictly prohibited.

    1. Ownership

Ownership.  The Services, its content (including without limitation ‘Change Commerce’), are copyrighted by ShoppingGives, all rights reserved. Any redistribution or reproduction of part or all of the contents of the Services, including but not limited to text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, trade dress, logos, slogans, and/or proprietary technology currently used or which may be developed and/or used in the future in any form is prohibited.  As between the parties, ShoppingGives and/or its licensors are the sole owner of: (i) the Services and information provided by ShoppingGives; (ii) any data or metadata created, aggregated, or generated by access to and/or use of the Services; and (iii) all of its source code, object code, software, content, copyrights, trademarks, patents, improvements, enhancements, derivatives, and any other intellectual property rights related to (i) and (ii) or included therein. Subject to the limited rights expressly granted hereunder, ShoppingGives and/or its third party licensors reserve all right, title and interest in and to the Services and related information, including without limitation all related worldwide intellectual property rights.  No rights are granted to User hereunder other than as expressly set forth herein.

Right to Use.  The Services contains material which is owned by or licensed to ShoppingGives or to which ShoppingGives otherwise has permission to use.  By using the Services and accepting this Terms of Use: (a) ShoppingGives grants User a limited, nonexclusive, non-transferable, non-sublicensable, revocable right to access and/or use of the Services for the Intended Purpose pursuant to this Terms of Use and to any additional terms and policies set forth by ShoppingGives; and (b) User agrees not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell and/or re-sell any content, software, products and/or services obtained from and/or accessed through the Services without the express written permission of ShoppingGives.

User Content.  During the course of User’s access to and/or use of the Services, User may enter and/or upload content and information (collectively, “User Content”).  User shall have exclusive title and ownership rights, including all intellectual property rights, throughout the world in all User Content. User is solely responsible for ensuring User Content and any and all communications regarding User Content sent through or associated with the Services meet any and all laws and regulatory and compliance guidelines that govern User’s entity, industry, and/or relationship recipients of User Content; including but not limited to privacy advertising, consumer protection, intellectual property or other laws.  User hereby grants ShoppingGives a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, assignable, sub-licensable, transferable license to use the User Content for any purpose. User further hereby irrevocably grants the other users of the Services, the right to access and/or use User Content in connection with their use of the Services in accordance with this Terms of Use. User alone is responsible for User Content, and once published, it cannot always be withdrawn. User assumes all risks associated with User Content, including anyone’s reliance on its quality, accuracy, and/or reliability.  User also represents that User owns, and/or has the necessary permissions to use and authorize use of User Content as described in this Terms of Use. As part of a transaction, User may obtain personal information, including email address and shipping information, from other Users. This personal information shall only be used for the transaction and/or for ShoppingGives-related communications, unless otherwise approved by the User in writing. ShoppingGives has not granted User a license to use the information for unsolicited commercial messages or unauthorized transactions. Without limiting the foregoing, without express consent, User is not licensed to add any ShoppingGives Users to email or physical mail lists.

Posted Content. Please carefully choose the information that you post on, through and/or in connection with the Services.  By posting User Content, it is possible for a third party to re-post such User Content. User agrees to indemnify, defend and hold ShoppingGives harmless for any disputes and/or claims concerning the foregoing use.  Notwithstanding anything herein to the contrary, ShoppingGives does not endorse any User Content in any way. User acknowledges and agrees that User has no expectation of privacy with regard to any User Content. If User becomes aware of misuse of the Services by any person, please contact us at support@shoppinggives.com.  ShoppingGives may reject, refuse to post and/or delete User Content, in its sole and absolute discretion, without liability. Notwithstanding anything herein to the contrary, ShoppingGives is not obligated to take any action not required by law.

Verification.  ShoppingGives does not itself verify the qualifications of Users or other third parties, nor does it evaluate or control in any ongoing manner exchanges between Users. Any opinions or statements expressed by a User are of those of the User alone, and are not to be attributed to ShoppingGives.  ShoppingGives cannot and does not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, innocuousness, legality or applicability of anything said, written, posted, displayed or otherwise made available by any User. Please use caution, common sense, and practice safe trading.  ShoppingGives is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with any third party’s products and/or services.

Feedback.  If User chooses to submit any questions, comments, ideas, suggestions, inventions, or other information (“Feedback”) to ShoppingGives, such Feedback is non-confidential and will become the sole property of ShoppingGives. ShoppingGives will be able to use any Feedback for any purpose including the developing, creating and/or marketing of products or services and User acknowledges ShoppingGives will give no credit or compensation to User and User has no rights to the same.  ShoppingGives has no obligations to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion.

    1. Third Party Content, Linked Sites, Third Party Products

Third Party Content.  ShoppingGives may provide access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or emailed or otherwise transmitted through the Services (“Third Party Content“). The third party from whom or which any such Third Party Content originates is solely responsible for it and ShoppingGives assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, ShoppingGives does not control or endorse such Third Party Content and has no liability of any kind to User or any third party for any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, not necessarily those of ShoppingGives.

Linked Sites.  As stipulated in this Terms of Use, ShoppingGives does not exert any control over any merchants, Retailers, commercial ventures or other third parties, and as such is not liable or responsible for any actions taken or omitted to be taken by any such third party. ShoppingGives may, from time to time, include hyperlinks (“Link(s)”) to other websites operated and maintained by third parties. Such Links are provided for reference and convenience only. ShoppingGives does not control and is not responsible for the contents, availability, or policies of any website or application accessed via a Link. ShoppingGives has made no attempt to verify any information contained in any such Links.  Furthermore, ShoppingGives is not a party to or responsible for any access, use or transactions User may engage in with third parties, even if User learns of such parties from ShoppingGives. If the User clicks on Links, the User does so at User’s own risk and User acknowledges and agrees that ShoppingGives is not liable for any claims and/or damaged related thereto. We encourage User to be aware when leaving the Services and to read the terms and conditions and privacy policy of each Link that is visited. ShoppingGives reserves the right to terminate any Link at any time in its sole and absolute discretion. ShoppingGives disclaims all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials and/or information contained on such Links.

Third Party Products.  There may be third-party products, services, software, and/or social networks (collectively “Third Party Products”) integrated into the Services.  Please be aware that ShoppingGives is not affiliated with any Third Party Products or the companies or providers that own or control such Third Party Products. You agree to release ShoppingGives and such third party providers from any liability related to your use of any Third Party Products or any costs or charges related to such Third Party Products. In order to use any Third Party Products, you may be required to agree to that company’s terms and conditions and/or privacy policy. You agree to comply with the foregoing when using the Services.  Where you decide to use such Third Party Products, ShoppingGives is not a party to any contracts created between you and such Third Party Products’ companies or providers.

    1. Termination

ShoppingGives reserves the right, in its sole and absolute discretion, to terminate User’s access to the Services or any portion thereof at any time, without cause, without notice and without liability.  Without limiting any other remedies, ShoppingGives may suspend or terminate the Account without notice and liability if ShoppingGives suspects, in its sole and absolute discretion, that such party (by information, investigation, conviction, settlement, insurance or otherwise) have violated any of ShoppingGives’ policies set forth in this Terms of Use, the Privacy Policy, or any other policy documents or guidelines, or if engaging in an improper or fraudulent activity in connection with ShoppingGives.  In the event User shares the access granted with any person or entity, and/or misuse the Services by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, ShoppingGives will consider User’s access as having been acquired by fraud and/or misrepresentation and will terminate User’s access immediately. In such event, ShoppingGives retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by User. If ShoppingGives terminates an Account, if a User closes its Account, or if the payment of fees cannot be completed for any reason, the User shall remain obligated to pay ShoppingGives for all unpaid fees and expenses plus any penalties, if applicable. If the Account is not paid in full and becomes past due, ShoppingGives reserves the right to attempt to collect past due fees by charging the Payment Method on file.  We may suspend and/or terminate such Account without liability and, in such event, the User shall be responsible for fees, costs and expenses related to collection (including without limitation fees, costs and expenses related to retaining collection agencies and legal counsel). If any questions arise, please contact ShoppingGives support at support@shoppinggives.com.

    1. Errors, Inaccuracies and Omissions

Occasionally there may be information on the Services that contain typographical errors, inaccuracies, and/or omissions that may relate to descriptions, pricing, promotions, offers, and availability.  We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, and/or omissions; and/or (iii) make changes to prices, content, promotion offers, service and/or product descriptions, specifications, and/or other information without obligation to issue any notice of such changes (including after an order has been submitted, acknowledged, shipped, or received, except as prohibited by law).  We also reserve the right to limit quantities (including after an order has been submitted and/or acknowledged) and to revise, suspend, and/or terminate an event, and/or promotion at any time without notice (including after an order has been submitted and/or acknowledged).

    1. Copyright Complaints

We reserve the right to block access to and/or remove material that we believe in good faith to be copyrighted material that has been illegally distributed by User and/or other third parties and remove and discontinue service to repeat offenders. Should User believe anything on the Services infringes on any copyright that User owns or the copyright of others, User may notify the copyright agent (“Copyright Agent”) at ShoppingGives, Attn: Copyright Agent, 212 W. Van Buren Street, STE. 201 Chicago, Illinois 60605.  We will respond to clear notices of copyright infringement when User provides the following information: (i) signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) description of the copyrighted work that is claimed to be infringed upon; (iii) description of where the material that is claimed to be infringed upon is located on the Services; (iv) information reasonably sufficient to permit contact (e.g., an address, telephone number, and an e-mail address at which the complaining party may be contacted); (v) statement that the complaining party has a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) statement by the complaining party, made under penalty of perjury, that complaining party is authorized to act on behalf of the intellectual property owner of the right that is allegedly infringed.

The Copyright Agent will not remove content from the Services in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf.  Please submit such notifications by mail only and as further described by this Section. The Copyright Agent should be contacted only if User believes that such User’s work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Services linked to and/or from the Services.  All other inquiries directed to the Copyright Agent will not be responded to.

    1. Indemnification

User agrees to indemnify, defend and hold ShoppingGives and its affiliates, partners, if any, officers, directors, employees, representatives, and agents, harmless from and against any and all claims, demands, proceedings, actions, costs, liabilities, losses, awards, fees, damages of any kind, expenses (including without limitation attorney’s fees) arising out of and/or in relation to: (i) User’s use, misuse and/or abuse of the Services; (ii) User Content submitted and/or posted by User in connection with the Services, and/or any use of the Services in violation of this Terms of Use and/or Privacy Policy; (iii) User’s violation of any law and/or the rights of a third party; (iv) User’s use of the Services and/or any breach of this Terms of Use by User, User’s officers, agents, employees and/or contractors; (v) fraud User commits and/or User’s intentional misconduct and/or negligence; and/or (vi) User’s use of, or activities in connection with, PPGF.

    1. Disclaimer

USER EXPRESSLY UNDERSTANDS AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

THE SERVICES, AND SHOPPINGGIVES’ INFORMATION ARE PROVIDED BY SHOPPINGGIVES TO USER ON AN  “AS IS,” “AS AVAILABLE” BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THIS TERMS OF USE. SHOPPINGGIVES, ITS AFFILIATES AND SUBSIDIARIES, IF ANY, AND ITS THIRD PARTY PROVIDERS, SUPPLIERS, RETAILERS AND VENDORS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, COMPLETENESS OR RELIABILITY, TITLE, NONINFRINGEMENT, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY OTHER WARRANTY, CONDITION, GUARANTEE AND/OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. SHOPPINGGIVES, ITS AFFILIATES AND SUBSIDIARIES, IF ANY, AND ITS THIRD PARTY SERVICE PROVIDERS, SUPPLIERS, AND VENDORS DO NOT REPRESENT AND/OR WARRANT THAT ACCESS TO THE SERVICES AND/OR SHOPPINGGIVES INFORMATION WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE AND/OR ERROR-FREE, AND/OR LOSS AND/OR SECURITY BREACH OF TRANSMITTED INFORMATION, AND/OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH ACCESS TO AND/OR USE OF THE SERVICES AND/OR SHOPPINGGIVES INFORMATION.  SHOPPINGGIVES ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, ANY USER GENERATED CONTENT AND USER CONTENT) AND/OR USER COMMUNICATIONS. NO ADVICE AND/OR INFORMATION, WHETHER ORAL AND/OR WRITTEN, OBTAINED BY USER FROM SHOPPINGGIVES OR THROUGH USER’S ACCESS TO AND/OR USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF USE.

    1. Limitation of Liability

USER’S ACCESS TO AND/OR USE OF THE SERVICES AND CONTENT IS AT USER’S OWN RISK.  SHOPPINGGIVES, ITS AFFILIATES AND ITS SUBSIDIARIES, IF ANY, AND ITS THIRD PARTY SERVICE PROVIDERS, SUPPLIERS, RETAILERS, AND VENDORS SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTIES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES ARISING OUT OF THIS TERMS OF USE, ANY DONATIONS THROUGH THE SERVICES, USER’S ACCESS TO OR INABILITY TO ACCESS THE SERVICES AND/OR THE SHOPPINGGIVES’ INFORMATION, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL AND/OR EQUITABLE THEORY, EVEN IF SHOPPINGGIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.  THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY SHOPPINGGIVES, ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS.

SHOPPINGGIVES’ MAXIMUM AGGREGATE LIABILITY TO USER FOR DIRECT DAMAGES THAT USER SUFFERS IN CONNECTION WITH THE SERVICES IS LIMITED TO THE LESSER OF (i) THE AMOUNT PAID, IF ANY, BY USER TO SHOPPINGGIVES IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR (ii) FIFTY DOLLARS (US$50.00).  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS OR LIMITATIONS HEREIN MAY NOT APPLY TO USER IN SUCH LIMITED CIRCUMSTANCE. IN SUCH STATES, SHOPPINGGIVES’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

    1. Release

USER HEREBY AGREES TO RELEASE SHOPPINGGIVES, ITS AFFILIATES AND SUBSIDIARIES, IF ANY, AND THIRD-PARTY SERVICE PROVIDERS, SUPPLIERS, RETAILERS, AND VENDORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED (COLLECTIVELY, “CLAIMS“), ARISING OUT OF OR IN ANY WAY CONNECTED WITH USER’S USE OF THE SERVICES OR SHOPPINGGIVES INFORMATION.  If User is a California resident, User hereby waives California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction in which any other statute or common law principles of similar effect applies, you waive the application of such statute or common law with respect to the claims, demands and damages (actual and consequential) released under this Section.

    1. Separate Agreements & Conflict

User may have other agreements with ShoppingGives. Such agreements are separate and in addition to this Terms of Use.  This Terms of Use does not modify, revise or amend the terms of any other agreements User may have with ShoppingGives unless expressly agreed to by the parties in writing.  This Terms of Use shall control as it relates to the Services described herein including without limitation as it relates to User accessing and/or using the Services and/or interacting with customers and/or other Users of the Services.

    1. Dispute Resolution

Disputes.  We want to address User concerns without filing a formal legal case.  Before filing a claim against ShoppingGives, User agrees to try to resolve the dispute informally by sending a letter to us describing User’s claim to ShoppingGives, Attn: Legal Department, 212 W. Van Buren Street, Suite 201, Chicago, Illinois 60605.  We will try to resolve the dispute by contacting User via email, but if we cannot resolve the dispute within thirty (30) days after submission (or within a time period as otherwise agreed to by both parties), User and/or ShoppingGives agree to resolve any claims related to this Terms of Use through final and binding arbitration.  Any and all controversies, disputes, demand, counts, claims, or causes of action (collectively “Actions”) between User and ShoppingGives or ShoppingGives employees, directors, officers, agents, successors, or assigns, shall exclusively be settled through binding and confidential arbitration, except as set forth under ‘Exceptions to Agreement to Arbitrate’ or for any claims that User or ShoppingGives may take claims to small claims court if the dispute qualifies for hearing by such a court.  In all cases, any Actions must be commenced within one (1) year after the cause of action arises.

Opt-Out.  User can opt-out and decline this agreement to arbitrate by contacting ShoppingGives within thirty (30) days from the date that User first became subject to this arbitration provision (i.e.: the date User initially accepted this Terms of Use).  User must write us at ShoppingGives, Attn: Opt-Out Arbitration, 212 W. Van Buren Street, Suite 201 Chicago, Illinois 60605. If User opts out, neither User nor ShoppingGives can require the other to participate in an arbitration proceeding.

Arbitration Procedures.  Except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if User opts out of arbitration as described above, all claims shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association, and shall be administered by the Judicial Arbitration and Mediation Service (“JAMS”) under its rules.  JAMS’ rules are available at https://www.jamsadr.com or by calling 1.800.352.5267.  Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.  The arbitration shall be held in Cook County, Illinois USA or any other location we agree to. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  User and ShoppingGives must abide by these rules: (a) the arbitration shall be conducted on an individual basis and not in a class, consolidated or representative action and the arbitrator shall not award class-wide relief; (b) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (c) each side pays his, her or its own attorneys’ fees and costs unless the claim(s) at issue permit the prevailing party to be paid its fees and litigation costs, and in such instance, the fees and costs awarded shall be determined by the applicable law.  With the exception of subpart (a) in the paragraph above, if any part of this arbitration provision is deemed invalid, unenforceable or illegal, then the balance of this arbitration provision shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subpart (a) in the paragraph above is found invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void. All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party.

Exceptions to Agreement to Arbitrate.  Either User and/or ShoppingGives may assert claims, if they qualify, in small claims court in Cook County, Illinois.  ShoppingGives may bring a lawsuit for injunctive relief to stop unauthorized use and/or abuse of the Services, breach of ShoppingGives’ confidential information and/or intellectual property infringement (for example, trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal dispute-resolution process described herein.

Waiver.  There is no judge or jury in arbitration and arbitration procedures are simpler and more limited than rules applicable in court.  USER ACKNOWLEDGES, AGREES AND UNDERSTANDS THAT, APART FROM THE NARROW EXCEPTIONS ABOVE, SHOPPINGGIVES AND USER ARE EACH WAIVING ITS RESPECTIVE RIGHTS TO SUE IN COURT, INCLUDING RIGHTS TO RECEIVE A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING.

    1. California Users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about ShoppingGives must be sent to our agent for notice to support@shoppinggives.com.

California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

    1. Governing Law & Venue

This Terms of Use shall be governed by, construed and enforced in accordance with the substantive laws of the State of Illinois, without regard to its conflict of laws principles. The parties further agree that any cause of action arising under this Terms of Use shall take place exclusively in the courts situated in Chicago, Illinois and the parties hereby submit to the venue of the courts situated therein.

    1. Miscellaneous

You may not assign your rights and/or obligations under this Terms of Use to any other party without our prior written consent.  We may assign our rights and/or obligations under this Terms of Use to any other party at our discretion. If any provision and/or term of this Terms of Use shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term and/or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.  If an applicable law is in conflict with any part of this Terms of Use, this Terms of Use will be deemed modified to conform to the law and the other provisions will not be affected by any such modification. No waiver by either User and/or ShoppingGives of any breach and/or default and/or failure to exercise any right allowed under this Terms of Use is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under this Terms of Use.  This Terms of Use along with the Privacy Policy constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter.

Contact us: If you would like to request additional information regarding this Terms of Use or if you have feedback about our Services, please contact us.