Givitas: User Terms and Conditions of Use
Effective Date: October 12, 2018
These User Terms of Service (the “User Terms”) govern your access and use of our online tools and platform, including Givitas (the “Services”). Please read these User Terms carefully. Whether you are signing on to a new platform or an existing one, these User Terms apply to you as a user of the Services.
“You”, “your”, “yours” and “User” refers to you as an individual user of the Services. “We”, “our” and “us” refers to Give and Take.
As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms and available at (www.giveandtakeinc.com/givitas-acceptable-use-policy). Any access or use by you of the Services confirms that you have read, understand and agree to be bound by these User Terms and by the current Acceptable Use Policy.
Users and Clients.
Your employer, professional organization, or other third party with which you are associated (referred to in these User Terms as “Client”), has invited you to join a Givitas Ring (a unique online platform where a group of users may access the Services). If you are joining a Givitas Ring of your employer, for example, the Client is your employer. If you are joining a Givitas Ring for some community group or organization, the Client is that organization. If there is no third party other than Givitas who has invited you to join a Givitas Ring, then Givitas is the Client for purposes of these User Terms. In all instances, the third party entity is the Client and the Client is authorizing you to join their particular Givitas Ring.
The Client with which you are associated has separately agreed to our Client Terms of Service or has entered into a written agreement with us (in either case, the “Contract”) that permits the Client to create and configure a Givitas Ring so that you and other Users can join. That Contract contains our commitment to deliver the Services to Client, who may then invite Users to join its Givitas Ring(s).
When a User (such as you) submits content or information to the Services, such as messages or files (“User Data”), you acknowledge and agree that you have the right and/or license to use that User Data and/or to distribute that User Data and share it with others, including those in the Givitas Ring, and that doing so does not violate the intellectual property rights or other rights of any third parties with respect to the User Data.
We or the Client may terminate your access to the Services at any time. At any time, the Client may enable or disable third party integrations, manage permissions, retention and export settings that may affect the User Data, and/or consolidate your Givitas Ring with other Givitas Rings. These choices and instructions by the Client may result in the access, use, disclosure, modification or deletion of certain or all User Data.
AS BETWEEN US AND THE CLIENT, YOU AGREE THAT IT IS SOLELY THE CLIENT’S RESPONSIBILITY TO:
- INFORM YOU OF ANY RELEVANT CLIENT POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF USER DATA;
- OTHER THAN THOSE SET FORTH HEREIN, OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS REQUIRED FROM YOU AND ANY OTHER USERS OR THIRD PARTIES THAT ARE NECESSARY FOR THE LAWFUL USE OF USER DATA AND THE LAWFUL USE OF THE SERVICES;
- ENSURE THAT THE TRANSFER AND PROCESSING OF USER DATA UNDER THE CONTRACT IS LAWFUL; AND
- RESPOND TO AND, IF APPLICABLE, RESOLVE ANY DISPUTE WITH YOU AND ANY USER OR THIRD PARTY RELATING TO OR BASED ON USER DATA, THE SERVICES OR CLIENT’S FAILURE TO FULFILL THESE OBLIGATIONS.
PLEASE NOTE, GIVE AND TAKE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.
Where Givitas is the Client, you agree to the following additional terms:
User hereby grants to Give and Take a worldwide perpetual right and license to store, host, reproduce, and maintain any data or information entered by User into and/or generated by use of the Givitas Ring (“User Data”) for purposes of making the User Ring available to User under the terms set forth herein and for Givitas business purposes. User hereby grants to Give and Take a worldwide, non-exclusive, perpetual right and license to use anonymized User Data in the preparation of Give and Take Analytics, Metrics and Benchmarks.
User hereby grants to Give and Take a worldwide, transferable, sub-licenseable, perpetual, royalty-free right and license to use and incorporate into the Givitas Ring and all Givitas software any feedback, suggestion, and/or enhancement or upgrade requests that is made or provided by User.
Give and Take owns and shall continue to own and retain all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Givitas Ring and all associated software, including the platform, any instructions, documentation, upgrades and/or updates associated with the Givitas Ring and the software. User shall have only those rights in and to the User Data and Givitas Ring and software as are expressly granted to it herein.
Additional requirements and restrictions
The use of the Services is restricted to the intended User. You hereby represent that you are the intended recipient of the Client’s invitation to use the Services. To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the age of sixteen. You may not access or use the Services for any purpose if you not the intended recipient of the Client’s invitation to use the Services, and/or if you are under the age of sixteen.
Please report any inappropriate behavior or content related to the Services to Client and us at email@example.com .
Please contact the Client if you at any time or for any reason wish to terminate your account, including due to any disagreement with any updates to these User Terms or the Acceptable Use Policy.
If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any other applicable policies that can simply be remedied by the Client’s removal of certain User Data or taking other limited action, we will, in most cases, ask the Client to take such action. We may directly step in and take what we determine to be appropriate action (including disabling your account) if the Client does not take appropriate action or if we believe there is any risk of harm to us, the Services, Users, or any third parties.
LIMITATION OF LIABILITY: IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED DOLLARS ($100.00) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
Modifications. We may change these User Terms at any time. You can review the most current version of the User Terms at any time by visiting this page and can review the most current Acceptable Use Policy by visiting this Your continued use of the Services is an agreement by you to the current version of these User Terms and the Acceptable Use Policy.
Waiver. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver. No failure or delay by either party in exercising any right under the User Terms will constitute a waiver of that right.
Severability. The User Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision, and the remaining provisions of the User Terms will remain in effect.
Assignment. We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. You may not assign any of your rights or delegate your obligations under these User Terms, whether by operation of law or otherwise, without the prior written consent of us.
Consumer Law. The Services are intended primarily as a workplace and organizational tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If, however, any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited only as allowable by law.
Law and Venue. The User Terms, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees. Where Givitas is the Client, these User Terms and any disputes arising out of or related hereto will be governed by and construed in accordance with the laws of the State of Michigan. Any actions to enforce this Agreement will be brought in the state or federal courts located in the County of Washtenaw, State of Michigan, and the Parties hereby waive any objection to the exercise of jurisdiction over it by these courts
Survival. The sections titled “Limitation of Liability,” “Users and Clients” and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.
Entire Agreement. The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms. Client will be responsible for notifying Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.
Notice. Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Users through the Services (e.g., a Givitas posting and/or notification). Notices to us should be sent to firstname.lastname@example.org, except for legal notices, which must be sent to Give and Take , 6632 Telegraph Road, Suite 251, Bloomfield Hills, MI 48301, Attention: Larry Freed, CEO . A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services. Notices under the Contract will be delivered solely to Client in accordance with the terms of that agreement.
Please contact us if you have any questions about Givitas’ User Terms of Service and/or the Services, you may contact us at email@example.com.