Gively, Inc.

Terms of Use

Last Updated: December 16, 2011

These Terms of Use govern your access to and use of Gively’s website (the “Site”), any services provided through the Site (the “Services”), the information and other materials made available by Gively through the Site and Services (the “Content”), and the data (the “Data”) made available through the Services by its Users (as defined below) (collectively, the Site, Services, Content and Data are referred to as the “Gively Service” or “Service”). These Terms of Use limit Gively’s liability and obligations to you, impose certain obligations on you, allow Gively to suspend or terminate your access to and use of the Gively Service, and provide you with other important information with respect to the provision of the Gively Service and your use thereof. You agree that by registering as a Gively user (a “User”), or by using the Gively Service, you are entering into a legally binding agreement with Gively, Inc. (“Gively”), 1 Mifflin Place, Suite 400, Cambridge, MA 02138 (“we,” “us,” “our,” and “Gively”). If you are using the Gively Service on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by this Agreement. If you do not want to become a User, do not conclude the registration process and do not access, view, download or otherwise use the Gively Service. By becoming a User you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. Gively may update these Terms of Use from time to time, to, among other things, reflect changes to our services and customer feedback. We will notify you of changes to these Terms of Use by posting an updated version at https://www.Gively.com/termsofuse and will revise the “Last Updated” date above. We encourage you to periodically review these Terms of Use to be informed with respect to your and Gively’s rights and obligations with respect to the Gively Service. Using the Gively Service after a notice of changes has been sent to you or published on the Gively Service shall constitute consent to the changed terms and practices.

Your Account and Your Right to Use the Gively Service

Right to Use the Gively Service

On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable right to access, through a generally available web browser or mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Gively) and use the Gively Service in accordance with the Terms of Service. Any other use of the Gively Service is strictly prohibited and a violation of the Terms of Service. We reserve all rights not expressly granted in this Agreement.

Availability of the Gively Service; Eligibility to Use the Gively Service

You have the right to access and use the Gively Service as it exists on any given day and Gively has no other obligation with respect to updating, improving, maintaining, or making available the Gively Service. Further, Gively may update, modify, revise, replace, refuse access to, suspend or discontinue the Gively Service, partially or entirely, or change and modify prices for all or part of the Gively Service in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, (3) are not a competitor of Gively or are not using the Services for reasons that are in competition with Gively; (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (5) will not violate any rights of Gively, including intellectual property rights such as copyright or trademark rights; (6) will comply with the Terms of Service as the same may be amended from time to time; and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.

Third Party Services

You acknowledge that certain data available or otherwise accessible on or by means of the Gively Service is provided pursuant to a license agreement with GuideStar USA, Inc. (“GuideStar”). By agreeing to the terms of this Agreement, you shall be deemed to agree to be bound by the provisions of the User Agreement of GuideStar attached or appended hereto, as the same may be amended from time to time, with references to the “GuideStar Site” therein deemed to refer to any data obtained from or by means of an interface or link with GuideStar’s web site and any related services (collectively, “GuideStar Data”), and that the terms of the GuideStar User Agreement shall apply to you and your use of any GuideStar Data; provided that, notwithstanding anything in such User Agreement to the contrary, (i) the only “Permitted Use” of the GuideStar Data shall be to learn about nonprofit organizations for the purposes of evaluating them as recipients of personal charitable donations; and (ii) you will not be required to complete GuideStar’s registration process to access such GuideStar Data through this web site. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, Gively and you acknowledges and agrees that GuideStar (and its successors and assigns), a licensor of Gively, is an intended third party beneficiary with full power and authority to enforce the provisions hereof to its benefit as it were a party hereto. You agree that Gively may share any information provided by you to Gively or otherwise related to your use of any GuideStar Data, with GuideStar.
You expressly acknowledge and agree that Gively does not make any representations or warranties with respect to the GuideStar Site or the GuideStar Data. In particular, you acknowledge and agree that (i) Gively does not warrant or guarantee the accuracy, quality, completeness, currency, or validity of any information on the GuideStar Site (including, without limitation, the GuideStar Data) or linked or provided from the GuideStar Site, (ii) with respect to information concerning organizations as to which information is included in the GuideStar Site or any GuideStar product, (1) neither Gively nor GuideStar prepared any such information or data; (2) any descriptive information is derived from IRS Forms 990, Forms 990-EZ, and Forms 990-PF filed by the organizations or their voluntary responses to a GuideStar questionnaire; (3) any financial data are taken from the IRS Business Master File, IRS Forms 990, Forms 990-EZ, Forms 990-PF, or information provided to GuideStar by organizations that are not required to file returns with the IRS; and (4) any classified ads and news releases are provided by the organizations, (iii) neither Gively nor GuideStar edits or controls the financial information made available through the GuideStar Site. Neither Gively nor GuideStar endorses, supports, sanctions, or verifies the information or material on or accessible via the GuideStar Site, including without limitation the GuideStar Data. Unless otherwise indicated, neither Gively nor Guidestar has any affiliation with any of the organizations mentioned, listed in, described on or linked to via the GuideStar Site, and it makes no representations or warranties whatsoever with regard to those organizations or any other organization, entity or person. You further acknowledge and agree that (i) the information on the GuideStar Site is provided for educational and informational purposes only; (ii) such information or materials do not constitute and are not intended to provide legal, accounting, or tax advice and should not be relied on in that respect; and (iii) you must rely on its own attorneys, accountants, and/or financial advisors to answer any financial or legal questions.

Donations Made Through Your Account

You are solely responsible for ensuring that you have selected the correct organization to fundraise for or donate to and entered the correct amount of your donation and any related information. Gively is not responsible for any errors you may make in the donation process. All donations to nonprofits are made as unrestricted gifts and may not be specified for any particular purpose. The amount of donations to the nonprofit designated by you are charged on your credit card and paid to, and processed by, Gively’s third party service provider, currently FirstGiving, or its affiliates on such nonprofit organization's behalf. Any payments of donations are final and non-refundable. The donations will be held by FirstGiving in a non-operating bank account until such time as FirstGiving forwards the donations to the nonprofit or payee of funds. FirstGiving forwards donations to the nonprofit at intervals as determined by FirstGiving and the nonprofit. It is as frequently as weekly but no less frequently than quarterly. Your donations to the nonprofit designated by you will be net of any FirstGiving fees; however, corporate matching sponsors reimburse the fees to maintain that 100% of the donation is delivered to charity. Corporate matching sponsors also pay the Gively fees separately. This fee structure is subject to change from time to time at the sole discretion of Gively and FirstGiving. Users agree not to use an invalid or unauthorized credit card in making transactions via the Service. Once a donation is made, the transaction is final and not subject to dispute unless unauthorized use of the Users payment card is proved. If you become aware of fraudulent use of your card, or if it is lost or stolen, you must notify your card provider in accordance with its reporting rules.

Account Security

You are responsible for safeguarding the password that you use to access the Service. You agree to: (1) keep your account password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users’ accounts; and (4) refrain from charging anyone for access to any portion of Gively, your account, or any information therein. Further, you are responsible for any activities or actions under your account or anything that happens through your account, whether or not you have authorized such activities or actions, until you close your account or prove that your account security was compromised due to no fault of your own. To close your account, please visit Gively’s customer support webpage. You will immediately notify Gively of any unauthorized use of your password. You acknowledge that if you wish to protect your transmission of data and/or files to Gively, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the Service.

Your Data

“Your Data” or “User Data” (collectively, the “Data”) as used in this Agreement means the information contained in the files that you or other users upload, download and access through the Gively Service. By using the Service, you represent and warrant that you are in compliance with these Terms of Service and that you own or otherwise have all rights and permissions necessary to submit and share Your Data and User Posts (as defined below) and that such information is not in violation of any contractual restrictions or other third party rights. If you have any doubts about whether you have the legal right to share Your Data or Your Posts, you should not share Your Data or Your Posts. You are responsible for Your Data and User Posts that you provide Gively through the Gively Service, and may remove Your Data and User Posts at any time, unless you have shared Your Data or User Posts with others and they have not deleted it, or it was copied or stored by other Users. GIVELY IS NOT RESPONSIBLE FOR MISUSE OR MISAPPROPRIATION OF ANY DATA, USERS POSTS, CONTENT OR OTHER INFORMATION YOU SUBMIT TRHOUGH THE GIVELY SERVICE. Although Gively may monitor the Data or User Posts for, among other things, your compliance with the Terms of Service, operating the Service and/or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, you acknowledge that Gively does not have any obligation to monitor the User Data or User Posts and disclaims all responsibility and liability for the User Data and User Posts, including without limitation the accuracy, completeness, appropriateness, legality or applicability of the User Data or User Posts and any information obtained by using the Gively Service. You hereby waive any and all legal or equitable rights or remedies you have or may have against Gively with respect to the User Data or User Posts that you may view, download, share or access using the Gively Service. Gively reserves the right to withhold, remove and or discard any Data or User Posts available as part of your account, with or without notice if deemed by Gively to be contrary to the Terms of Service. For avoidance of doubt, Gively has no obligation to store, maintain or provide you a copy of any Data or User Posts that you or other Users provide when using the Gively Service. Any Data and User Posts you submit to us is at your own risk of loss. ? You grant Gively a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to copy, distribute, publish, remove, retain, process, analyze, and use Your Data and User Posts for the purpose of providing the Service.

Notifications and Service Messages

For purposes of service messages and notices about the Service to you, you agree that Gively may notify you via the email address associated with your account, even if we have other contact information. You also agree that Gively may communicate with you through your Gively account or through other means including email, mobile number, telephone, or delivery services including the US Postal Service. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.

Restrictions on Use

You must comply with all applicable laws, the Terms of Service, as may be amended from time to time, and you further agree not to do any of the following: • Post, publish or transmit any data, information, files, text, graphics, or other material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another's privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes, violates or misappropriates another's rights, including any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; • Access, tamper with, or use non-public areas of the Service, Gively’s computer systems, or the technical delivery systems of Gively’s providers; • Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures; • Attempt to access or search the Service, Data or User Posts with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Gively or other generally available third-party web browsers (such as Microsoft Internet Explorer or Mozilla Firefox), including but not limited to browser automation tools; • Send unsolicited email, junk mail, “spam,” or chain letters, or send promotions or advertisements for products or services; • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service to send altered, deceptive or false source-identifying information; • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service; • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service; or plant malware on Gively’s computer system, those systems of Gively’s providers, or otherwise use the Service to attempt to distribute malware; or • Impersonate or misrepresent your affiliation with any person or entity. Gively has the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and security concerns, to the fullest extent of the law and may involve and cooperate with law enforcement authorities in prosecuting Users who violate these Terms of Service.

Privacy

We advise you to carefully read our Privacy Policy located at http://www.gively.com/about/privacy before deciding to become a User. Our Privacy Policy sets forth our privacy practices and governs, among other things, our treatment of any information, including personally identifiable information you submit to us. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.

Gively Intellectual Property Rights

All right, title, and interest in and to the Gively website and the Gively Service are and will remain the exclusive property of Gively and its licensors, including all Intellectual Property Rights (as defined below) therein, even if Gively incorporates any of your Feedback (as defined below) into subsequent versions. The Gively website and Gively Service are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in these Terms of Service, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Gively website or Gively Service. You may not copy or modify the HTML or other code used to generate web pages. All feedback, comments, and suggestions for improvements that you provide to Gively, in any form, any contributions you make to the Service by posting content and communicating with other Users via User Posts, and the results, metrics, and statistics resulting from any analysis of User access to and use of Data and User Posts generated through your and other Users use and access to Your Data and Users Posts (collectively, the “Feedback”) will be the sole and exclusive property of Gively. You hereby irrevocably transfer and assign to Gively all of your right, title, and interest in and to all of your Feedback and User Posts, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein. At Gively’s request and expense, you will execute documents and take such further acts as Gively may reasonably request to assist Gively in acquiring, perfecting and maintaining its Intellectual Property Rights and other legal protections for your Feedback and User Posts. You will not earn or acquire any rights or licenses in the Gively website, the Service or in any Gively Intellectual Property Rights on account of these Terms of Service or your performance under these Terms of Service.

Digital Millennium Copyright Act Compliance

You will only upload, post, submit or otherwise transmit data and/or files: (i) that you have the lawful right to use, copy, distribute, transmit, or display; or (ii) that does not infringe the intellectual property rights or violate the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). Gively has adopted and implemented a policy that permits the deletion of files that violate this policy, and that permits the termination in appropriate circumstances of the accounts of Users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. Please see Gively’s DMCA Policy located at http://www.gively.com/about/dmca for additional information.

Links

The Gively website may contain links to third-party websites or resources. You acknowledge and agree that Gively is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Gively of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Termination of Your Account

Mutual Right to Terminate

You may terminate your account, for any or no reason, at any time, with notice to Gively by following the process at the Gively Customer Support webpage. This notice will be effective upon Gively processing your notice. Gively may terminate your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. Termination of your Gively account includes disabling your access to the Gively Service and may also bar you from any future use of the Gively Service.

Misuse of the Services

If you violate any of these Terms of Service, your permission to use the Gively website and the Service will automatically terminate and Gively may close your account. Gively reserves the right to revoke your access to and use of the Gively website and the Service at any time, with or without cause, and with or without notice.

Use the Service at Your Own Risk

Your access to and use of the Gively website and Service and is at your own risk. Gively disclaims all liability for and is not responsible for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Gively website or Service.

DISCLAIMER OF WARRANTY

The Gively Service, including without limitation all services, third party services, Data, all content and information provided therein or thereby, are provided “AS-IS” and without warranty. WITHOUT LIMITING THE FOREGOING, GIVELY AND ITS PROVIDERS EXPLICITLY DISCLAIM ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. GIVELY AND ITS PROVIDERS MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. GIVELY AND ITS PROVIDERS MAKE NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, DATA, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE GIVELY WEBSITE OR SERVICE (INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SERVICES MADE AVAILABLE THROUGH THE GIVELY WEBSITE OR SERVICE), OR THE SECURITY, ACCURACY, TIMELINESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED OR SUBMITTED THROUGH THE GIVELY WEBSITE OR SERVICE (INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SERVICES MADE AVAILABLE THROUGH THE GIVELY WEBSITE OR SERVICE). NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GIVELY OR THROUGH THE GIVELY WEBSITE OR SERVICE (INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SERVICES MADE AVAILABLE THROUGH THE GIVELY WEBSITE OR SERVICE), WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

Indemnity

You agree to defend (at Gively’s request), indemnify, and hold Gively, its officers, directors, employees, agents, users, and third party providers harmless from and against any claims, suits, proceedings, investigations, damages, losses, costs, expenses and other liabilities, including, without limitation, reasonable attorneys' fees and costs, arising out of or in any way connected with: (i) your access to or use of the Gively website and Service and any activity in which you engage through the Service; (ii) your failure to comply with the Terms of Service; (iii) your violation, misappropriation or infringement of any third party right, including without limitation any intellectual property right, including but not limited to right of attribution, publicity, confidentiality, property or privacy right; or (iv) any claim that Your Data, Your User Posts, or use of Your Data or User Posts, caused damage to a third party, including without limitation claims that Your Data or User Posts, infringe the rights of another.

Limitation of Liability

IN NO EVENT WILL GIVELY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, REVENUE, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF SERVICE, OR FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE GIVELY WEBSITE OR SERVICE OR ANY DATA OR USER POSTS, OR FOR ANY ERROR OR DEFECT IN THE WEBSITE, SERVICES, DATA OR USERS POSTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT GIVELY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT GIVELY IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, INFRINGING, HARMFUL, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, GIVELY WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED OR THROUGH THE SERVICE, OR IF YOUR DATA IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES. YOU AGREE THAT THE AGGREGATE LIABILITY OF GIVELY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE WEBSITE AND/OR SERVICE IS LIMITED TO TWENTY ($20) U.S. DOLLARS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GIVELY AND YOU. The foregoing limitation of liability shall: • Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and • Not apply to any damage that Gively may cause you intentionally or knowingly in violation of the Terms of Service or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement. • Not apply if you have entered into a separate agreement for a Premium Account with a separate Limitation of Liability provision that supersedes this section in relation to that Premium Account.

State of New York Law and Arbitration

Except for any disputes relating to intellectual property rights, obligations or any infringement claims, any disputes with Gively arising out of or relating to the Agreement (“Disputes”) shall be governed by the law of the State of New York regardless of your country of origin or where you access the Service, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in New York, New York, in English, with a written decision stating and legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration costs and reasonable documented attorneys’ costs of both parties to be borne by the party that ultimately loses. Notwithstanding the foregoing, either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction. ?If you are involved in a Dispute as a consumer without any commercial interests related to the Dispute, we will agree to conduct arbitration proceedings in a major city in your state if travel to Washington would constitute an undue burden for you, and we will advance any arbitration fees that exceed what you would have had to pay for court proceedings (if you substantiate and represent to us in a written statement what court proceedings would have cost) provided that you shall refund such amounts if we ultimately prevail in the arbitration.

General Terms

Severability. If any provision of the Terms of Service is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way. Language. Where Gively has provided you with a translation of the English language version of the Terms of Service, and/or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions will govern. Notices and Service of Process. ?We may post notices to you at www.Gively.com. You may contact us via email at: info@gively.com o?r via mail or courier at: ?Gively, Inc., 1 Mifflin Place, Suite 400, Cambridge, MA 02138. ???Additionally, Gively accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect. Entire Agreement. You agree that the Terms of Service and all policies and other documents referenced herein constitute the entire, complete and exclusive agreement between you and us regarding the Service and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter hereof. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Gively services or applications or third-party content or third party software. No informal waivers, agreements or representations. Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Service. Assignment and Delegation. You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Gively, Inc. for any third party that assumes our rights and obligations under this Agreement. Severability. In the event that any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions of these Terms of Service will remain in full force and effect. Export Control. Your use of the Gively Service, including our software, is subject to export and re-export control laws and regulations, including the United States Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.