Last revised November 1, 2023
Hello. Welcome to Givio!
A Quick Summary of How Givio Works
For a more detailed explanation of Givio’s terms and conditions, please read the complete Agreement, below. This summary is intended to help you understand those terms.
- Givio provides charitable giving and fundraising software accessible via mobile applications, web applications and integrations with other software platforms. Givio’s mobile applications can be downloaded from your favorite app store. Givio’s banking applications enable retail and commercial account holders to make donations through their online banking dashboard and mobile banking apps.
- Givio maintains a vetted database of approximately 1.6 million US charities, schools, Native American tribes and certain international NGOs to which donors can make donations.
- Neither Givio nor the Givio Charitable Foundation have been hired to raise funds on behalf of any nonprofit organization. Users choose the organizations that they wish to support.
- Nonprofits do not pay fees to be listed in Givio. Information presented about nonprofits comes from publicly available data. Any nonprofit that wishes not to be listed in Givio can contact us and request removal.
- Donors do not pay to use Givio apps. For all banking app users, Givio charges an administration fee of 2% of the donation as part of the processing, vetting and distribution servicing of each donation. This fee may be covered by your bank – you should check your banking app for information about covered fees, matching gifts, and other promotions for giving. For Givio’s mobile app users, Givio charges an administration fee of 4%. And Payment Processors (e.g. credit card companies) when applicable will also charge a fee for using their services, typically 2.2% + $0.30. In some giving Campaigns or commercial Givio implementations, fees are covered by a program sponsor. Where there is a sponsor covering fees, you may read about it on the application home page or the Campaign page. You may read more about fees in the Donor Agreement section of this Agreement, below.
- Donation payments are processed using secure, PCI-compliant, industry-leading payment processing services. For example, for our mobile applications, Givio uses Stripe for credit card transactions, Braintree for Venmo. For our online banking applications, donations are processed from your bank account by your bank.
- All donations are received and receipted by Givio Charitable Foundation (GCF), a tax-exempt 501c3 foundation, before being granted to your chosen nonprofit organization. Recipient organizations are vetted against certain government registries to avoid illegal contributions, and donors whose chosen nonprofit fails a vetting step are contacted in order choose a different recipient. Partnering with a foundation is a low-cost way to provide instant tax receipting and processing of donations to so many potential nonprofit recipients without requiring each nonprofit to register and pay for “more software”.
- Your data is protected and your confidentiality respected. Donors using Givio may choose to remain anonymous and not share their contact information with recipient organizations. Givio does not sell or trade donor data. Givio retains certain donation data for legal purposes. It is up to you, the Donor, whether you give anonymously or share your information with a nonprofit.
Agreeing to Terms
This Agreement is entered into by the party accepting this Agreement in connection with making a donation and/or activating an Account to use the Givio Services (as defined below) (“You”, “Your”, or the “End User”) and Givio on the date the End User expresses its consent as set forth below.
Please read the following terms and conditions for using Givio.
1. Some Helpful Definitions.
“Account” means Your account to access and use the Services.
“Administrator” means an End User identified by the Subscriber as an administrative user. Administrators are granted certain access privileges, such as reporting, that are not available to a Donor.
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.
“App(s)” means one or more Product(s) provided by Givio, installed on or accessed by your individual devices.
“Authorized Users” means registered individuals, or End Users, who are authorized to access and use the Products and Services in accordance with the terms of this Agreement.
“Bank” / “Banking” refers generally to all types of financial institutions (also referred to as “FIs”), such as commercial banks and credit unions.
“Campaign” means a giving program that raises money for a nonprofit and invites other people to make donations.
“Campaign Organizer” means an End User who creates a Campaign.
“Content” means the audio and visual information, documents and other materials contained in or made available to You, or created or edited by You, in the course of using the Services.
“Donation Subscription” means a type of donation made to recur according to a schedule determined by the Donor. For example, a monthly recurring donation.
“Donor Agreement” means the form that is part of this Agreement (incorporated as Appendix A) that explains the terms, responsibilities and processes associated with receiving an individual Giver’s gift and disbursing it to the appropriate recipient nonprofit organization.
“End User Data” means data, information and/or records collected, stored, submitted, or inputted by an End User into or otherwise processed or recorded through the Services.
“Giver”, or “Donor”, means a person or organization making a monetary donation using a Givio Product.
“Product(s)” (or “Applications”) means Givio’s software products identified in the Agreement and on the Givio website.
“Security Breach” means: (a) the actual unauthorized acquisition, access, use, or disclosure of End User Data; or (b) the reasonable belief that there has been an unauthorized acquisition, access, use, or disclosure of End User Data.
“Services” means access and use of the Products, the disbursement of any donations made to nonprofits by using the Products and other services provided by Givio as set forth in the Agreement. Givio reserves the right to modify, suspend or discontinue the Services (or any part of the Services) for any reason, at any time.
“Subscriber” means an organization using the Products and Services and sponsoring one or more giving Campaigns, such as a company that creates a Givio Account to manage employee giving campaigns or a financial institution that creates a Givio Account and makes charitable giving available to account holders.
“Subscription” means a Service for which the End User pays a monthly or annual fee to use the Service, as described on the Givio website. Many Givio Services do not require a Subscription and are free to use, subject to a fee for processing a donation.
2. Products and Services. Givio Services are offered to allow End Users to make donations, create Campaigns, and support nonprofit organizations. Recipient nonprofit organizations are vetted using third-party and government data resources (such as IRS charity data) in order for Givers to be eligible to receive the benefit of a tax-deductible donation. Givio partners with Givio Charitable Foundation to disburse donations to eligible recipient nonprofits. End Users may use our Applications free of charge. Administrative fees are withheld from donations when processed, as explained in Section 5 below and in the Donor Agreement.
Givio is not a charity, financial institution or creditor. Givio Services are delivered through our Products and are used by End Users to benefit charities and charitable causes. Givio is not a professional fundraising organization, nor has Givio been hired by any nonprofit or charity to raise money on their behalf.
2.1 Givio’s Charity Database. Givio applications present opportunities to users to make donations to qualified, vetted charitable organizations, including 501c3 orgs, schools, religious organizations and Native American tribes. Givio’s source of charity organizations and related information includes IRS data and other publicly available sources. Organizations losing their tax exempt status, as determined by the IRS, will be removed until that status is renewed. We also vet against certain government provided lists such as OFAC. Givio does not restrict organizations in the database on the basis of mission, populations served, religious affiliation, size or age of the organization. Nonprofit organizations may request to be added to or removed from our charity database by contacting us through our website. Corporate customers of Givio may use Givio’s charity database for their giving programs, or they may request that Givio provides a custom charity list based on organizations they wish to support or make available to their constituents. Givio reserves the right to determine in its sole discretion which organizations are eligible to appear in our applications or which organizations we make available for custom lists.
2.2 License. Subject to the terms and conditions of the Agreement, and to Your compliance with this Agreement, Givio grants to You a limited, revocable, non-exclusive right to access and use the Products and the Services during the Term, solely for Your personal use as a platform to facilitate charitable giving.
2.3 Restrictions. The Products and Services are proprietary to Givio, subject to Givio’s suppliers’ and licensors’ rights to such suppliers’ and licensors’ products, and Givio reserves all right, title and interest in and to the Products and Services, including all related software and intellectual property rights. No rights are granted to You hereunder other than the limited access rights expressly set forth herein. You are solely responsible for (a) all activities that occur under Your account; (b) the accuracy and quality of Your End User Data; and (c) complying with all applicable federal, state and local laws, rules and regulations in using the Services. You shall not, and shall not knowingly permit any third party to: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Products and Services available to any third party; (ii) translate, adapt, modify, copy, update, revise, enhance, or otherwise alter or create derivative works of the Products and Services; (iii) reverse engineer, disassemble or decompile (or attempt to reverse engineer, disassemble or decompile) any Product; (iv) access the Products or Services in order to (1) build a competitive product or service, or (2) copy any ideas, features, functions or graphics thereof; (v) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (vi) interfere with or disrupt the integrity or performance of the Services; (vii) attempt to gain unauthorized access to the Services or its related systems or networks; (viii) use the Services for unlawful purposes or for any purpose not expressly permitted by the Agreement; (ix) use the Products or Services in a manner that is defamatory, harmful to minors, obscene, indecent, pornographic, libelous, threatening, or harassing; (x) submit any End User Data or use the Products or Services in any way that infringes, misappropriates, or violates any trademark, copyright, patent, trade secret, publicity, privacy or other right of any third party or violates any applicable local, state or federal laws, statutes, ordinances, rules or regulations or any judicial or administrative orders; or (xi) make the Products and Services available to any third party other than Authorized Users.
2.4 Givio’s Rights. Givio reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of the user’s access and/or account. Givio may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Statement, Givio reserves the right at all times to disclose any information as Givio deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Givio’s sole discretion.
3. Accounts and Responsibility. You are responsible to use Givio according to these Terms, including making donations and, for mobile application users, registering and creating Your own Account. If you choose to create an Account, you agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Givio reserves the right to suspend or terminate Your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You will be asked to create a password for Your Account. Givio does not have access to Your passwords and if You forget Your password, You will be asked to create a new one. You are responsible for safeguarding Your password.
You will use best efforts to immediately notify Givio if You become aware of any unauthorized use of Your Account. You agree that you will not use Givio Products and Services to violate any law or agreements by which you are bound including but not limited to those of payment processors. Givio and Subscriber will not be liable for any losses caused by any unauthorized use of your account.
4. Campaigns and Content. For User of our mobile applications who choose to create and share Campaigns, as a Campaign Organizer, you represent and warrant to the best of your knowledge that all the information you provide in connection with each Campaign that you create using Givio is accurate and not likely to deceive reasonable Donors.
4.2 Inappropriate Content. User Content such as Campaigns may be flagged as inappropriate by other Givio users or by Givio administrators. Campaigns that display inappropriate User Content may be suspended by Givio in its sole discretion until such content is removed or revised such that it is no longer deemed inappropriate by Givio. You agree to cooperate with Givio in an investigation regarding Inappropriate Content. If Givio determines such User Content is prohibited, you agree to remove the content immediately upon being notified by Givio. Givio reserves the right to suspend any Campaign or User Content it deems Inappropriate or Prohibited, or to remove it entirely from the Givio Products, in its sole discretion.
4.3 Prohibited Content. The following are examples of Prohibited Content. This is not an exhaustive list. Prohibited Content includes any content involving:
- The violation of any law, regulation or industry requirement, including those of payment card providers;
- Fraudulent, misleading, defamatory, or dishonest information;
- Attempting to raise money for personal use, or for entities other than vetted, qualified nonprofit organizations that are part of the Givio nonprofit database;
- The insertion of links that direct users away from Givio pages to other websites or webpages, including those where financial transactions can be processed;
- Illegal drugs, narcotics, or other controlled substances;
- Promotion of acts of violence, bullying, harassment, exploitation or hate;
- Network marketing, referral marketing, pyramid schemes, payment collection, debt settlement, cash advance, and any questionable financial practices and programs;
- Pornography; or
- Counterfeit or illegally obtained intellectual property.
5. Donation Disbursement Services. You may use the Services in order to make donations or “grants” to eligible nonprofit organizations. Givio supports donor advised fund (“DAF”) services to receive, receipt, and disburse donations to recipient organizations. The DAF is managed as part of the Givio Products and Services.
5.1 Recurring Donations. Donors may have the opportunity to make donations that automatically recur according to a schedule selected by the Donor (also referred to as a “Donation Subscription”). For example, making a monthly recurring donation. You, as the Donor, acknowledge that Donation Subscriptions automatically renew as a recurring payment that is a feature of the Givio Products. You may discontinue the auto-renewal feature of a Donation Subscription at any time. In connection with each Donation Subscription that you initiate, you authorize Givio to process your payment service for all such donations and future payments until such time as you discontinue the feature.
5.2 Donor Advised Funds. Donations processed through Givio are made to and received by Givio Charitable Foundation as an advisement for making a grant to your intended eligible charity. Givio Charitable Foundation (EIN 47-3955325) is a US-based nonprofit organization sponsoring a US donor advised fund; and it is a tax-exempt as a public charity described in sections 501(c)3, 509(a)(1) and 170(b)(a)(A)(vi) of the internal Revenue Code of 1986, as amended (the “Code”). In the context of making a gift or administering a Campaign, donations are made to the DAF so that the DAF may issue charitable receipts to the Giver at the time of donation, and then process those donations to eligible charities. In a corporate giving program context, the DAF provides a vehicle for consolidated disbursement of corporation and employee donations, such as with corporate matching funds and other corporate contribution programs.
By contributing through Givio, You understand and agree to the following:
• Your donations are completed gifts and are not refundable.
• You or any related third party will receive no more than an incidental benefit from the donation.
• You do not directly or indirectly control the grant recipient.
• You have imposed no conditions or restrictions preventing the donor advised fund from using the contribution to further its charitable mission and comply with legal and regulatory requirements.
• You have advisory privileges on the distribution of money, but you grant the donor advised fund exclusive legal control and ownership of your contribution, and accordingly we reserve the final and sole authority to decide whether to make a grant to an organization. You are not permitted to impose restrictions on the use of your donation, although you may request that the donation be used for certain purposes.
• You authorize the donor advised fund or their agents to contact you in relation to your donation.
• The entirety of your donation is eligible as a tax-deductible gift according to the full extent of the law and you will be issued a receipt for that amount. You should consult with your tax advisor as to the amount of your donation that is tax deductible.
As an addition to the terms of this Agreement, please read the Donor Agreement, provided at the end of this Agreement.
6. Fees for Givio Services. You understand and agree with disbursement service fees withheld from grants processed by a Donor Advised Fund as set forth in the Donor Agreement, provided below. For Subscribers, other fees may apply to your Account for additional services offered by Givio, described on Givio’s website, and agreed to by You, such as a fee for a Subscription Service.
7. Payment Processor. Payments made via Givio’s mobile applications may include payment options such as credit card, debit card or certain other payment instruments for the Services. Such payments are billed and processed by Givio’s designated third-party payment processor, such as Stripe, Inc. or a similar organization (the “Payment Processor”). The Payment Processor is acting solely as a billing and processing provider for and on behalf of Givio and shall not be construed to be providing the applicable Service. In addition, the Payment Processor is an entity completely independent of Givio and Subscriber, Givio exercises no control over the operations of the Payment Processor, makes no warranties or representations on behalf of such Payment Processor, and accepts no liability in respect of the acts or omissions of the Payment Processor. The Payment Processor’s use of End User Data is subject to the terms, conditions, and privacy policies published by such Payment Processor.
8. Administrative Users. Only Administrators may designate another individual as another Administrator. Additional Administrators may be able to delete, copy, or view the Content and End User Data of other Authorized Users. Each Administrator is responsible for the access to the Services that he or she grants to any Other User (“Other User” means any other Administrative User whose access is so granted by an Administrative User). A violation of any terms of this Agreement by an Other User may result in the termination of an Administrator’s or any other Additional User’s access to the Services.
9. Suggestions and Feedback. In consideration of access to the Services, You hereby irrevocably and exclusively assigns, conveys, transfers and sets over absolutely to Givio, all rights, title and interests in and to (whether or not now existing) in and to all ideas, suggestions, enhancements, recommendations or other feedback related to the Services (collectively, “Feedback”) You provide, including without limitation any and all intellectual and proprietary rights therein.
10. Data Protection; Security Breach Notification. Givio will use commercially reasonable efforts to ensure that End User Data will be stored and managed using industry best practices regarding data protection, including access controls, encryption and secure cloud-based server and data storage providers to protect End User Data from unauthorized access, acquisition or disclosure, destruction, alteration, accidental loss, misuse, or damage. If Givio obtains, uses, or has access to any of your non-public personal information, as defined by the Gramm, Leach, Bliley Act (“the GLB Act”) and any applicable regulations and guidelines issued pursuant to such Act, as a result of providing the services called for hereunder, then Givio warrants that Givio, its officers, employees and agents will (a) hold that non-public information in strict confidence; (b) not use such information for any purpose other than providing the services or products required under this agreement; (c) not provide such information to any third party, except as permitted by applicable federal and state laws and regulations; and (d) maintain adequate administrative, technical, procedural, logical, and physical safeguards to ensure the security of any such information. Givio shall take reasonable steps to promptly notify You in writing or email of a Security Breach in accordance with all applicable federal and state laws and regulations. Furthermore, You will not be liable hereunder for any access to or misuse of Your account that results solely from Givio’s gross negligence or willful misconduct related to the storage and security of your End User Data.
11. Right to Monitor. Givio neither actively monitors general use of the Services under normal circumstances nor exercises editorial control over the content of any third party’s website, e-mail transmission, news group, or other material created or accessible over or through these Services. However, Givio does reserve the right to monitor such use at any time as it deems appropriate and to remove any materials that, in Givio’s sole discretion, may be illegal, may subject Givio to liability, may violate this Agreement, or are, in the sole discretion of Givio, inconsistent with Givio’s purpose for these Services.
12. Indemnification; Disclaimer; Limitations on Liability.
12.1 Indemnification. You shall defend, indemnify and hold Givio and its Affiliates, and their officers, employees and representatives, harmless from and against any and all awards, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) incurred in connection with allegations, claims, demands, suits or proceedings made or brought against Givio arising out of or related to (i) Your use of the Services in a manner inconsistent with the Agreement, and/or (ii) Your gross negligence or willful misconduct. As a condition to the foregoing, Givio shall: (i) provide prompt written notice of the claim to you; (ii) cooperate with all reasonable requests from you; and (iii) surrender exclusive control of the defense and settlement of the claim to you, provided that you obtain Givio’s written consent prior to agreeing to any settlement or agreement that imposes any obligations on Givio or that requires Givio to make any admission of fault or to pay any amounts in connection with such settlement or agreement that are not fully paid for by you. Givio shall not unreasonably withhold or delay any consent required under this section. Givo may elect to participate in the claim with an attorney of its own choice at its own expense. Givio agrees to defend, indemnify, and hold you harmless from any claim, demand, suit, loss, cost, damage, expense, liability, judgment, settlement or regulatory action (collectively, “Claim”), including costs, fines, expenses and reasonable attorneys’ fees relating to a Claim, arising from or relating to any allegation that the services or deliverables provided by Givio to you infringe or misappropriate a patent, copyright, trade secret, trademark, mask work, or any other proprietary right of a third party. You shall: (i) provide prompt written notice of the Claim to Givio; (ii) cooperate with all reasonable requests of Givio; and (iii) surrender exclusive control of the defense and settlement of the Claim to Givio, provided that Givio obtains your written consent prior to agreeing to any settlement or agreement that imposes any obligations on you or that requires you to make any admission of fault or to pay any amounts in connection with such settlement or agreement that are not fully paid for by Givio. You shall not unreasonably withhold or delay any consent required under this section. You may elect to participate in the Claim with an attorney of your own choice at your own expense.
12.2 Disclaimer. THE SERVICES, CONTENT, PRODUCTS, DELIVERABLES, USER MATERIALS AND ALL OTHER MATERIALS AND INFORMATION PROVIDED BY GIVIO OR ANY OF ITS LICENSORS OR SUPPLIERS (COLLECTIVELY, THE “GIVIO SERVICES AND MATERIALS”) ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND GIVIO AND ITS LICENSORS AND SUPPLIERS, EXCEPT AS EXPRESSLY SET FORTH HEREIN, MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NEITHER GIVIO NOR ANY OF ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE PROVISION OR OPERATION OF THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. USE OF INFORMATION PROVIDED THROUGH THE GIVIO SERVICES AND MATERIALS IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL GIVIO OR SUBSCRIBER BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU, OR ANY THIRD PARTY ACCESSING THE GIVIO SERVICES AND MATERIALS BY OR THROUGH YOU IN RELIANCE ON ANY INFORMATION ACCESSED BY OR THROUGH THE GIVIO SERVICES AND MATERIALS. In no event will Givio or Subscriber be liable for third party claims against You for losses or damages, or loss of, or damage to, Your records or data. The parties acknowledge and agree that no prior or contemporaneous representations, inducements, promises or agreements, oral or otherwise, between the parties will be of any force or effect. Each party represents and warrants that, in entering into and performing its obligations under the Agreement, it has not, does not and will not rely on any promise, inducement, or representation allegedly made by or on behalf of the other party with respect to the subject matter hereof, nor on any course of dealing or custom and usage in the trade, except as such promise, inducement, or representation is expressly set forth herein. You agree that your use of the Givio Products and Services and any additional software or services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Givio with respect to functionality or features.
12.3 Limitations on Liability.
12.3.1 IN NO EVENT SHALL GIVIO, SUBSCRIBER OR ANY OF ITS LICENSORS OR SUPPLIERS HAVE ANY LIABILITY TO YOU OR TO OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL OR SPECIAL DAMAGES OR LOST PROFITS HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL LIMIT YOUR OBLIGATION TO INDEMNIFY GIVIO AS PROVIDED IN SECTION 12, ANY BREACH OF SECTION 2, OR YOUR OR GIVIO’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OBLIGATIONS OF INDEMNIFICATION.
12.3.2 EXCEPT FOR GIVIO’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OBLIGATIONS OF INDEMNIFICATION, IN NO EVENT SHALL GIVIO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY CLAIM AND/OR SERIES OF CLAIMS, WHETHER RELATED OR UNRELATED, UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS WITHHELD BY GIVIO FOR THE SERVICES TO WHICH YOUR ACCOUNT RELATES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATION SET FORTH IN THIS PARAGRAPH IS CUMULATIVE AND NOT PER CLAIM OR PER AFFILIATE. YOU ACKNOWLEDGE THAT GIVIO HAS SET ITS FEES, AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
13. U.S. Government End-Users. Givio provides the Givio Services and Materials, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Solution include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data — Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Givio to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
14. App Store Sourced Applications. In the event that You are provided or use any App(s) downloaded from the Apple App Store (an “App Store Sourced App”), You will only use the App Store Sourced App (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom You received the App license, e.g., the Apple App Store (“App Store”). You acknowledge that this Agreement is between You and Givio and not with the App Store. Givio, not the App Store, is solely responsible for the Products and Services, including any App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, You must have access to a wireless network, and You agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Products and Services, including the App. You agree to comply with, and Your license to use the App is conditioned upon Your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Products and Services, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce them. Finally, You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
15. Force Majeure. No party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, weather conditions, embargo, riot, epidemic, acts of terrorism, acts or omissions of vendors or suppliers, equipment failures, sabotage, labor shortage or dispute, governmental act, failure of the Internet or other acts beyond such party’s reasonable control, provided that the delayed party: (i) gives the other party prompt notice of such cause; and (ii) uses reasonable commercial efforts to correct promptly such failure or delay in performance.
16. Governing Law; Jurisdiction; Venue; Severability of Provisions. This Agreement is governed by the laws of Delaware, USA and controlling United States Federal Law without regard to any conflicts of law provisions. Any legal proceedings arising from or relating to this Agreement shall be brought exclusively in the federal or state courts located in Wilmington, Delaware and the parties hereby consent to the personal jurisdiction and venue of such courts. All parts of this Agreement apply to the maximum extent permitted by law. The parties both agree that if any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable as written, then that part will be replaced with terms that most closely match the intent of the unenforceable provision to the extent permitted by law. THE PARTIES EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT RELATING TO THIS AGREEMENT, THE PARTIES PREFERRING THAT SUCH DISPUTE BE RESOLVED BY A JUDGE HAVING JURISDICTION WITH RESPECT TO SUCH DISPUTE. The invalidity of part of this Agreement will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.
17. Effect of Termination. Upon expiration or termination of the Agreement, Givio shall immediately terminate Your access to the Services, and You shall cease all access to the Services. Givio has no obligation to retain any End User Data following termination and may delete or destroy the same. Givio agrees that any of your data or information in its possession or control at contract termination or expiration that is not returned to you shall be disposed of in a manner consistent with the Federal Trade Commission’s final regulation on consumer information and records disposal, 16 CFR Part 682. Upon request by you, Givio will provide a certificate of destruction for data or information destroyed at termination or during the Term. All provisions herein that by their nature are intended to survive the expiration or termination of this Agreement shall survive and remain in full force and effect. In addition to any other grounds stated herein, you may terminate this agreement, at your option and in addition to any other rights and remedies available at law or equity, and without any penalty, liquidated damages, additional charges, early termination fees, deconversion fees, or liability for breach, upon written notice to Givio if Givio materially breaches any term or condition of this agreement and fails to correct such breach within thirty (30) days following written notice specifying such breach.
18. Third-Party Beneficiaries. Content licensors shall have the benefit of Givio rights and protections hereunder with respect to the applicable Content, and each Subscriber shall be an intended third-party beneficiary of this Agreement with respect to the rights and protections afforded such Subscriber. Other than as set forth in this Section 18, there are no other third-party beneficiaries under this Agreement.
19. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your use of the Services or your relationship with Givio must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
20. Electronic Communications. When You visit the Services or send e-mails to us, You are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with You by e-mail or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in this Agreement.
21. Contacting Us. If you have any questions about this Agreement, please contact us at Support@Giv.io, or by using the contact information provided on our website, www.giv.io, or through the Services. All notices to Givio should be sent to the company headquarters address provided on the Givio website.
22. Disaster Recovery. Givio shall maintain an industry-standard disaster recovery service plan (“Disaster Recovery Service Plan”). Givio represents to you that it currently has in place and shall continue to maintain during the term of this Agreement a functioning redundant computer system for the purposes of the Disaster Recovery Service Plan. As part of the Disaster Recovery Service Plan, Givio will regularly and completely backup its equipment, records, programs, and data files. Givio will maintain adequate backup procedures as required by the Disaster Recovery Service Plan in order to recover your information and data to the point of the last available good backup. Givio will test its Disaster Recovery Service Plan annually. Upon request, Givio will provide you with a summary of its Disaster Recovery Service Plan and test results, excluding any proprietary information, without cost.
23. Compliance. Givio shall comply with all federal, state, and local laws, rules, regulations, and ordinances in connection with performing its obligations under this Agreement.