TERMS OF USE

Last updated: January 9, 2021

PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A BINDING CONTRACT

Welcome to the Bitgive.org website, GiveTrack.org website and/or mobile application (individually and collectively, the “Site”). Your access and use of the Site and of features, software, products and services provided by BitGive Foundation (“BitGive,” “we,” “us,” or “our”) through the Site, (individually and collectively, the “Service”) is subject to the terms and conditions in this Terms of Use (“Terms of Use” or “Terms”).

You must agree to the Terms in order to use the Site and/or the Service. If you use the Site and/or the Service, or click to accept or agree to the Terms if presented to you in a user interface for the Service, we will understand this as your acceptance of the Terms and your agreement to all of its terms and conditions. By accepting the Terms or using the Site and/or the Service, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter a contract in the jurisdiction where you reside. If you do not accept the Terms, then you may not use the Site or the Service. If you are using the Site or the Service on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such other entity to the Terms. If you do not have such authority, then you may not use the Site or the Service on behalf of your employer and you must discontinue all use of the Site and the Service immediately.

1. Our Services. The purpose of the Service is to use blockchain technology to enable third party nonprofit entities (each, a “Charity”) to receive donations and provide transparency and accountability to their donors by sharing financial information and direct project results in real time. We are a technology platform provider and are not responsible for the use of your donations or the amount of funds raised for your charity, campaign, or event. As a 501(c)(3) organization ourselves, BitGive Foundation does accept donations on the Bitgivefoundation.org website.

2. Privacy Policy. By clicking on the Terms of Use and Privacy Policy box on the Sign Up page at GiveTrack.org or using the Site or the Service, you represent that you have read and consent to our Privacy Policy located at https://www.givetrack.org/docs/privacy in addition to the Terms. BitGive may revise the Privacy Policy at any time, and the new versions will be available on the Site. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using the Site and/or Service.

3. Terms of Use Updates. BitGive may update the Terms at any time, and BitGive will post the updated version of the Terms on the Site. You understand and agree that you will be deemed to have accepted the updated Terms if you use the Site or the Service after the updated Terms are posted on the Site. If at any point you do not agree to any portion of the Terms then in effect, you must immediately stop using the Site and the Service.

4. Provision of the Service. You are responsible for any Internet connection, data and telecommunications fees and charges that you incur when accessing the Site and the Service. Our services includes certain services that are available via a mobile device; downloading, installing, or using certain mobile services may be prohibited or restricted by your carrier, and not all mobile services may work with all carriers or devices. By using our mobile app, you agree that we may communicate with you by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of our mobile app may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to a person that acquires your old number. You acknowledge and agree that BitGive may make changes to the Site and/or the Service at any time without notifying you in advance.

5. Charity Terms. Any Charity that creates an account and solicits donations through the Services is subject to the following additional terms:

   Charity Fundraising. By raising funds through the Services, you and the Charity that you represent agree that you and the Charity will comply with all applicable Federal, state and local solicitation and/or fundraising laws, and you further represent and warrant that: (a) you are the authorized representative of the Charity with the authority: (i) to solicit donations for the Charity; and (ii) to bind the Charity to these Terms; (b) the Charity has and will maintain tax-exempt status under section 501(c)(3) of the Internal Revenue Code or the equivalent registered status in your country; (b) the Charity has a cause or activity that is legal under all applicable federal, state, provincial, territorial and local laws and regulations; (c) all donated funds will be used solely for the purpose you have stated on the Services, and under no circumstances may you use the funds for any other purpose; and (d) Charity and/or its authorized representative understands that most states require some form of registration with the applicable governmental authority in order to solicit donations in those states, and agree that they are or will become compliant with those rules, and that BitGive Foundation has no responsibilities for their registrations.

Acceptable Donations. Donations through the platform may only be made to organizations recognized as charities or private foundations by the IRS, charities organized and operated in other countries that would be charitable were they operating in the U.S., and organizations that are not on the U.S. Dept. of Treasury Office of Foreign Asset Control (OFAC) watch lists. BitGive thus vets each destination Charity accordingly, including but not limited to, by cross-checking the Guidestar lists, IRS Business Master File, OFAC lists, and by manually confirming foreign equivalency status where appropriate. BitGive reserves the sole and exclusive right to disallow donations to non-qualified organizations or to terrorist-supporting organizations. In the event BitGive disallows the donation, the net proceeds shall be returned to the Donor.

Campaigns. Any campaign that you post on the Site must comply with applicable law and the terms set forth in Section 8 of these Terms. Any project that is posted may not be removed once a donation has been made.

Pricing. BitGive may, from time to time, modify, amend, or supplement its fees and billing procedures, and such changes shall be effective immediately upon posting an update of the Terms or posting such changes elsewhere on the Site. If there is a dispute regarding your payment of fees, or the Service, BitGive shall have the right to terminate your account without prior notice. YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES, INCLUDING DONATIONS TO BITGIVE, ARE NON-REFUNDABLE IN WHOLE OR IN PART. BitGive is not a bitcoin exchange or wallet service and does not receive, hold or exchange digital currencies on behalf of any Charity. BitGive does not withhold funds for tax purposes or otherwise. Charities will be solely responsible for taxes based on applicable international, federal, state, local or any other taxes or levies.

Data Processing Agreement. Where BitGive processes personal data that is subject to the GDPR (as defined in the DPA) on behalf of any Charity while providing the Service, the terms of the data processing addendum available at https://www.bitgivefoundation.org/bitgive-data-processing-addendum/ (“DPA”), which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms.

6. Donor Terms. Any individual, entity or organization that creates an account and donates funds through the Services (“Donor”) is subject to the following additional terms:

Donor’s Risk. All donations are at your own risk. When you make a donation to a Charity, it is your responsibility to understand how your money will be used. We do not warrant that donations will be used for any particular purpose and are not responsible for any misuse of the donations. BitGive is not responsible for any offers or promises made by a Charity in exchange for Donations.

Donation Restrictions. All donations by Donor to Charity are considered “unrestricted.” To the extent that a donation is made in response to a specific campaign of a Charity, purportedly designated to a specific charitable program of Charity, or to the extent that a Donor purports to direct the use of donations by a Charity, any such directions shall constitute non-binding recommendations only and the Charity shall have full discretion to determine how all donations will be used. BitGive Foundation has no role in the relationship between Charity and Donor other than to process donations through its platform; thus, this provision shall not have any legal effect on any dispute between Donor and Charity regarding donation restrictions.

Donor Commitments. By donating money through the Services, you represent and warrant that (a) any donation you make is legal in your jurisdiction and that you are authorized to donate bitcoin; (b) all donations to Charities are made as unrestricted gifts and may not be restricted to any particular purpose; (c) donations will be made via third party digital currency wallet or other exchange providers not associated with BitGive and BitGive does not collect, store, or transmit any digital currency that you may donate; and (d) all donations are final and non-refundable.

Donation Receipts. Donor and Charity each understand that BitGive Foundation is providing to Donor on behalf of Charity, as a service to Charity and Donor for using the platform, a donation receipt, commonly known as a contemporaneous written acknowledgement. This receipt is designed to include the information generally required by the IRS for donations of cash or cash-equivalents where no goods or services are received in exchange for the donation. If different arrangements or understandings exist between the Donor and Charity, then the responsibility of providing Donor with an amended or revised donation receipt rests with the Charity.

Tax Deductions. BitGive makes no representation as to whether all or any portion of your donations are tax deductible or eligible for tax credits. BitGive will have no liability for any claim by any federal, state, local or any other tax authority with respect to the characterization on any applicable tax return of any donation by you. You should consult your tax advisor as to the amount of your donation that is tax deductible or eligible for tax recognition, if any.

Donor information. Because BitGive is processing donations and not taking control of the funds, Donors understand that information Donors provide BitGive will be passed on to Charity sufficient that Charity may be able to provide adequate donation substantiation. Donor thus acknowledges and agrees that, in accordance with the Privacy Policy, certain of Donor’s personal information will be shared with the Charity to which such Donor makes a donation.

7. BitGive reserves the right to deny service to any person or entity at BitGive’s sole and absolute discretion. You acknowledge and agree that BitGive may stop providing the Site and/or the Service or restrict your use of the Site and/or the Service at any time, without notifying you in advance, for any reason or no reason, including, without limitation, for any violation of the Terms and/or if BitGive suspects that you have used any aspect of the Service to conduct any fraudulent or illegal activity. If BitGive disables your access to your account, you may be prevented from accessing the Service, your account details and/or any materials contained in your account.

8. Accounts and Security.

1. Account. To access certain aspects of the Service, you must have an account. You can create an account by completing the registration process. You may be required to provide information about yourself or your company as part of the registration process or your continued use of the Service. You agree that any registration information that you submit to BitGive will be correct, accurate, and up to date and that you will not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

2. Account Security. Maintaining account security is very important. You are solely responsible for maintaining the confidentiality of your account password. You agree to notify BitGive immediately if you become aware of any unauthorized use of your password or of your account.

3. Account Sharing or Transfers. Accounts are registered to individual donors or nonprofits and may not be sold, traded, gifted or otherwise transferred at any time under any circumstances. An account may not be shared. Passwords may not be disclosed to anyone else.

4. Cancellation by You. You have the right to cancel your account at any time. You may cancel your account by clicking on “Contact Us” in the footer of the GiveTrack site or by emailing [email protected] to submit a request to our support team.

5. Termination by BitGive. BitGive may at any time terminate your account for any reason or no reason including, without limitation, if:

1. BitGive determines that you are (a) in breach of or otherwise acting inconsistently with the Terms or written agreements (b) engaging in fraudulent or illegal activities or other conduct that may result in liability to BitGive;
2. BitGive determines it is required by law to terminate your account; or
3. BitGive decides to stop providing the Service or critical portions of the Service in the country where you reside, access the Site or use the Service or BitGive determines that it is no longer in its business interests to continue providing the Service or critical portions of the Service.

6. Effect of Account Termination or Cancellation. If you voluntarily terminate your account or allow your account to lapse, you will be able to reactivate that account at any time through the account interface on the Site. Accounts terminated by BitGive for any type of abuse including, without limitation, a violation of the Terms, may not be reactivated for any reason. If you are blocked by us from accessing the Site or Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Termination of a Charity account will not result in the removal of any campaign for that Charity from the Site.

9. Restrictions and Conditions of Use.

1. Use of the Site. BitGive permits users to view and use the Site solely for personal or nonprofit use. You agree not to license, create derivative works from, transfer, sell or re-sell any information, content, materials, data or services obtained from the Site or through the Service.

2. Accessing the Service. You agree not to access, or attempt to access, the Service by any means other than through the user interface provided through the Site or any mobile application provided by BitGive. You specifically agree not to access, or attempt to access, the Service through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers) and you agree to comply with the instructions contained in any robots.txt file present on the Site or the Service.

3. No Violation of Laws. You agree that you will not, in connection with your use of the Site or the Service, violate any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not make available through the Site and/or the Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).

4. Use Restrictions. You may not connect to or use the Site or the Service in any way that is not expressly permitted by the Terms.

5. You may not: (a) remove any proprietary notices from the Service; (b) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Site or the Service; (c) sell, assign, rent, lease, act as a service bureau, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity without the prior written consent of BitGive; or (d) make any false, misleading or deceptive statement or representation regarding BitGive and/or the Site or the Service.

6. Without limiting the foregoing, you agree that you will not: (i) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the Site and/or the Service (or any servers, systems, or networks connected to the Site or the Service) or otherwise attempt to obstruct, disrupt, or interfere with the operation of the Site and/or the Service or any other person’s or entity’s use of the Site and/or the Service (or any servers, systems or networks connected to the Site or the Service); (ii) attempt to gain unauthorized access to the Site, the Service, accounts registered to other users, or any servers, systems or networks connected to the Site and/or the Service; (iii) use the Site or the Service for any commercial purpose or the benefit of any third party, or charge any person or entity, or receive any compensation for, the use of the Site or the Service, unless you are specifically authorized to do so in a separate written agreement with BitGive; (iv) use the Site or the Service to (y) develop, generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful; or (z) perform any unsolicited commercial communication; or (v) engage in any activity that (A) constitutes harassment or a violation of privacy or threatens other people or groups of people; (B) is harmful to children in any manner; (C) constitutes phishing, pharming, or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); (D) violates any applicable law, ordinance, rule, regulation or treaty or (E) in BitGive’s sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying our Site or Service, or which may expose us or our users to any harm or liability of any type.

7. No Data Mining or Harmful Code. You agree that you will not (a) obtain or attempt to obtain any information from the Service including, without limitation, any personal information of other account holders or other software data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Site or the Service, whether through the use of a network analyzer, packet sniffer, or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse routing, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the Site or the Service.

8. Violation of the Terms. You acknowledge and agree that you are solely responsible, and BitGive has no responsibility or liability to you or any other person or entity, for any breach by you of the Terms or for the consequences of any such breach.

10. Links.

1. Links from the Site. The Site may contain links to websites operated by other parties. BitGive provides these links to other websites as a convenience and use of these websites is at your own risk. The linked websites are not under the control of BitGive and BitGive is not responsible for the content available on the other websites. Such links do not imply BitGive’s endorsement of information or material on any other website and BitGive disclaims all liability with regard to your access to and use of such linked websites.

2. Links to the Site. Unless otherwise set forth in a written agreement between you and BitGive, you must adhere to BitGive’s linking policy as follows: (i) the appearance, position, and other aspects of the link may not be such as to damage or dilute the goodwill associated with BitGive’s and/or its licensors’ names and trademarks; (ii) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with BitGive; and (iii) when selected by a user, the link must display the Site on full-screen and not within a “frame” on the linking Site. BitGive reserves the right to revoke its consent to the link at any time and in its sole discretion.

11. Digital Currency Wallets Payment Services.

Payment processing services for Charities on BitGive are provided by Uphold, Inc. (“Uphold”) and are subject to the Uphold Agreement, which includes the Uphold Terms of Service. A Charity agrees to be bound by the Uphold Terms of Service, as the same may be modified by Uphold from time to time. As a condition to BitGive enabling payment processing services through Uphold, you agree to provide BitGive accurate and complete information about your business, and you authorize BitGive to share such information with Uphold, as well as transaction information related to your use of the payment processing services provided by Uphold. In all cases, third party processing fees may apply. BitGive is not responsible for the performance of any third party payment services.

12. Intellectual Property.

1. Trademarks. The BitGive and GiveTrack marks are trademarks of BitGive. Unless permitted in a separate written agreement with BitGive, you do not have the right to use any of BitGive’s trademarks, service marks, or logos; and your unauthorized use of any of these may be a violation of federal and state trademark laws.

2. Ownership. You acknowledge and agree that BitGive, or its licensors, owns all right, title and interest in and to the Site and the Service, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the Site and the Service are protected by U.S. and international copyright laws. Further, you acknowledge that the Service may contain information that BitGive has designated as confidential and you agree not to disclose such information without BitGive’s prior written consent.

3. Copyright Complaints. We respect the intellectual property of others, and expect our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below.

We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to us at [email protected] with the subject line “DMCA Takedown Request”. You may also contact us at PO Box 1697, Truckee, CA 96160. To be effective, the notification must be in writing and contain the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on our service, with enough detail that we may find it on our service;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send us a written counter-notice containing the following information:

• your physical or electronic signature;
• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Nevada County, California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If we receive a counter-notice, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and in our sole discretion, users who are deemed to be repeat infringers. We may also, in our sole discretion, limit access to our services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

13. Location. The Site and the Service are operated by BitGive in the United States. If you choose to access the Site and/or the Service from a location outside of the United States, you do so on your own initiative and you are responsible for compliance with applicable local laws.

14. Children. The Site and the Service are not directed toward children under 13 years of age nor does BitGive knowingly collect information from children under 13 or allow them to create an account or access account features. If you are under 13, please do not submit any personal information about yourself to BitGive.

15. DISCLAIMER OF WARRANTIES.

1. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BITGIVE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

3. BITGIVE MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SITE OR THE SERVICE.

4. BITGIVE DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE SITE AND/OR THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SITE OR THE SERVICE WILL BE CORRECTED; OR (e) THE SITE OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

5. YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICE IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.

6. Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.

16. LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY.

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BITGIVE, AND ITS OFFICERS, DIRECTORS, AFFILIATES, LICENSORS, AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”), SHALL NOT BE LIABLE TO YOU, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR: (a) ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE AND/OR THE SERVICE, EVEN IF BITGIVE AND/OR THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR (c) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SITE OR THE SERVICE.

2. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF BITGIVE OR ANY OF THE RELATED PARTIES EXCEED ONE HUNDRED DOLLARS ($100).

3. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of BitGive and the Related Parties shall be limited to the fullest extent permitted by law.

17. Indemnification.

You agree to indemnify, defend, and hold BitGive and the Related Parties harmless from any and all claims, demands, damages, or other losses including, without limitation, reasonable attorneys’ fees, resulting from or arising out of (i) your use of the Site and/or the Service or (ii) your breach of the Terms or any other policies that BitGive may issue for the Site and/or the Service from time to time.

18. Governing Law; Jurisdiction.

The Terms of Use are governed by California law, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and BitGive agree that, except as otherwise provided in Section 16 below, the state and federal courts located in the state of California will have exclusive jurisdiction of all disputes arising out of or related to the Terms or your use of the Site or the Service and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, BitGive shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.

19. Binding Arbitration.

1. Arbitration Procedures. You and BitGive agree that, except as provided in Section 19.4 below, all disputes, controversies, and claims related to the Terms (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in the Terms. In the event of a conflict between the terms set forth in this Section 19 and the JAMS Rules, the terms in this Section 19 will control and prevail.

Except as otherwise set forth in Section 19.4, you may seek any remedies available to you under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and BitGive will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given, and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in the Terms, (a) you and BitGive may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.

BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND BITGIVE WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

2. Location. The arbitration will take place in California, unless the parties agree to video, phone and/or internet connection appearances.

3. Limitations. You and BitGive agree that any arbitration shall be limited to the Claim between BitGive and you individually. YOU AND BITGIVE AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

4. Exceptions to Arbitration. You and BitGive agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of your or BitGive’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

20. General.

1. Terms of Use Revisions. The Terms may only be revised in a writing signed by BitGive, or as published by BitGive on the Site.

2. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and BitGive as a result of the Terms or your use of the Site or the Service.

3. Assignment. BitGive may assign its rights under the Terms to any person or entity without your consent. The rights granted to you under the Terms may not be assigned without BitGive’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.

4. Severability. If any part of the Terms are determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Terms shall be given full force and effect.

5. Attorneys’ Fees. In the event any litigation or arbitration is brought by either party in connection with the Terms, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.

6. No Waiver. Our failure to enforce any provision of the Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by BitGive of any provision, condition or requirement of the Terms shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.

7. Notices. All notices given by you or required under the Terms shall be in writing and addressed to: BitGive, PO Box 1697, Truckee, CA 96160, ATTN: Legal Department.

8. Export Administration. You must comply with all export laws and regulations of the United States or any other country (“Export Controls”); and you shall not export, direct, or transfer any portion of the Site or the Service, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls.

9. Equitable Remedies. You acknowledge and agree that BitGive would be irreparably damaged if the Terms of Use were not specifically enforced; and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of the Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.

10. Entire Agreement. The Terms of Use, including the documents referenced in the Terms, constitutes the entire agreement between you and BitGive with respect to the Site and the Service and supersedes any and all prior agreements between you and BitGive relating to the Site and/or the Service.