Terms of Service

1. ACCEPTANCE OF TERMS

GivBee LLC (hereafter referred to as “GivBee” or the “Company”), provides its services (the “Service”), to you subject to the following Terms of Service (the “Terms”).

This agreement applies to all of the websites on which it is posted including, but not limited to, GivBee.com, DPText.org, foodtrucktexting.com (collectively the “GivBee Sites”). Use and access to the GivBee Sites (including any rebranded or white-label version of the GivBee Sites), and the Services are subject to these Terms.

The Company reserves the right to change these Terms from time to time. Any updates to these Terms shall be posted on this website. You acknowledge your responsibility to review these Terms from time-to-time and to be aware of any such changes. By continuing to use any of the GivBee Sites or Service after we post any such changes, you accept these Terms, as modified. By accessing one of the GivBee Sites or its Service, you accept these Terms and certify that you have reviewed these Terms are within or have reached the age of majority or age 18 (whichever is greater) in your jurisdiction. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, PLEASE LEAVE THIS WEBSITE BY CLOSING YOUR INTERNET BROWSER WINDOW NOW. IF YOU DO NOT INTEND ON USING THE SERVICE IN ACCORDANCE WITH THESE TERMS, DO NOT UTILIZE THE SERVICES PROVIDED BY GIVBEE.

By using the Service, you agree to be bound by these Terms, our Privacy Policy, all applicable laws and all conditions or policies referenced here.

The Company operates the Service under its own GivBee Brand and under the Brands of its Business Partners. The Terms apply to you regardless of which Brand of Service you use.

In addition, when using the Service, you shall be subject to any guidelines or rules (the “Guidelines”) applicable that may be posted online from time-to-time. All such guidelines or rules are hereby incorporated by reference into the Terms.

You will not hold the Company responsible for others’ content, actions or inactions. You acknowledge that we have no control over and do not guarantee the quality, safety or legality of organizations promoted, the truth or accuracy of content, listings, or ability to perform the stated objective.

2. THE SERVICE AND DEFINITIONS

The Service is a text messaging service that can be used for fundraising, marketing, event communication, surveys, polls, quizzes, sending news, notifications and sending and receiving other information via text message. This tool is not designed or marketed as an emergency alert system or as a critical services communication tool and should not be relied on as such.

The Service shall never be used for text blasting to individuals who have not opted-in or joined the service. Account owners are responsible for saving records of the users/mobile numbers who have opted-in.

Definitions:

• “Account Owner” is the person or Organization for whom this account is being created. It is the Account Owner’s name and/or brand that Users/Contributors associate to the account. When you grant access to the features and tools of the account to other persons, those persons are subject to these Terms as agreed to by the Account Owner. If an Account Owner chooses to transfer or share ownership of the Account, that person/Organization assumes the aforementioned access and responsibilities.
• “Campaign” is a text-message project created using the Service, either to market, register guests, conduct surveys, conduct polls or quizzes, send news, alerts and other information or to collect donations.
• “Campaign Owner” is the individual(s) that create and/or manage the Campaign and/or Messages. Campaign Owners have access to features and tools for Campaigns including but not limited to tracking Contributions made to their Campaign, and editing details of the Campaign and Messages. When a Campaign Owner grants access to the features (eg. provide username and password or add a user to the Account Permissions list) and tools of the Campaign to other persons, those persons are subject to these Terms as agreed to by the Campaign Owner. If a Campaign Owner chooses to transfer or share ownership of their Campaign with another person, that person becomes a Campaign Owner and they will assume the aforementioned access and responsibilities.
• “Recipient” is any individual that Opts-In to a Campaign.
• “Contributor” is any individual or organization that contributes money to a Campaign.
• “Contribution” is any financial transaction that contributes to a Campaign.
• “Organization” may be a non-profit, school, political, business, or other entity that uses the Service to achieve a goal.
• “Individual” is a person for whom a campaign is created.
• “User” is any person who has accepted the Terms by Opting-in to the texting Service.
• “Opt-In Keyword” – is custom code-word that you choose/assign for your Opt-in campaign. By texting the Opt-in Keyword to 444999, your Users are giving permission to send text messages from your campaign to their mobile phone.
• “Payment Provider” is a company that processes Contributions to Campaigns and payments.

3. USAGE POLICY

You represent and warrant that the owners of the phone numbers you initiate messages to through the GivBee services have consented or otherwise opted-in to the receipt of such messages or emails as required by any applicable law or regulation. You agree that you will include clear opt-out/unsubscribe information on your messages when required to do so by any applicable law or regulation and otherwise adhere to the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association. You further agree that any individuals requesting “opt-out” status shall immediately be taken off your opt-in list and you further agree that you will not initiate any subsequent messages to any individuals after they request opt-out status.

You agree to familiarize yourself with and abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account, including without limitation the content of the messages that you create and initiate through the GivBee Services. Without limiting the foregoing, you agree to familiarize yourself with the rules, regulations and legalities of any messages transmitted and the use of data collected, through the GivBee Services, by visiting these websites:

• FTC, http://www.ftc.gov
• FCC, http://www.fcc.gov
• TCPA, TCPA-Rules, TCPA omnibus-declaratory-ruling-and-order
• Do Not Call Registry, http://www.donotcall.gov

The Telephone Consumer Protection Act (“TCPA”), the Federal Trade Commission, the Federal Communications Commission, the Do Not Call list registry rules (http://www.donotcall.gov) and various state laws, rules and regulations place restrictions on certain types of phone calls and SMS or MMS messages. GivBee is in no way attempting to interpret any laws, rules, or regulations. This information is provided merely as a courtesy and is not intended to replace your responsibility to familiarize yourself with and abide by the legal requirements pertaining to your messages prior to using the GivBee Sites or Services. You are ultimately responsible to make your own informed decisions regarding messages you send, information you collect and how you apply said rules, regulations to your use of The Service.

• You agree to not access or use ANY third party lists for phone numbers or email addresses, or otherwise prepare or distribute unsolicited messages in connection with our service.
• You agree to import, add, edit, access or use only lists for which all listed parties have given their express written consent to receive texts from you (“Permission-Based Lists”). You hereby covenant that you shall not use any other lists in connection with your use of GivBee’s services. In addition, it is prohibited to import phone numbers without tangible proof of the subscribers’ explicit consent to receive messages.
• You acknowledge and agree that not all messages sent via GivBee’s service will be received by their intended recipients. For example, sending a text to a distribution list may deliver messages to unintended recipients due to the reassignment of mobile numbers. It is your responsibility to keep your lists updated.
• You agree to comply with all local, state and federal regulations and general practices governing your specific content or promotion type. Additionally, content affiliated with pornographic or sexually explicit material or alcoholic beverages is prohibited. In particular, alcoholic beverages or entertainment content or promotions targeted to people under 21 years of age may not be sent through the system.
• You agree to adopt and maintain this Privacy Policy, which may be modified by GivBee at any time for any reason.
• You agree to identify your organization, product and service accurately and not deceive your subscribers/recipients in any message with reference to your identity, offering, availability, pricing, benefits, and any other aspects of your communication.

4. PAYMENTS

Your use of the Service is contingent on your paying for such use (whether paid in advance or through the payment of fees such as overages fees on the GivBee Sites), in the amounts and using the methods indicated on the GivBee Sites. Your payment for the Service, Credits (as defined below in Section 5), keywords and/or plans (a portion of which also includes software maintenance, account hosting, updates and upgrades, as well as customer support) shall be deemed completed when GivBee receives the full amount of payment owed for such Services, Credits, keywords, and/or plans. You are responsible to pay for any message(s) you attempt to send to any number, regardless of whether the message is actually received by the intended recipient. As GivBee is dependent on other entities for the delivery of your messages, our price per SMS, credits or keywords may require adjustment in order to account for costs that are not in our control. Accordingly, we may adjust our prices from time to time without prior notice.

GivBee (or GivBee’s partner who accepts payments for GivBee services) will charge your indicated method of payment for the Services, Credits, keywords and/or plans immediately upon your confirming the payment method and amount. Amounts to be charged may include sales and other taxes where applicable and any other amounts indicated on the Site. If you have elected to make a payment by credit card and we do not receive payment from the credit card issuer, you agree to pay all amounts due immediately upon demand by GivBee.

GivBee cannot readily or accurately ascertain your location when you request to use the Services. You, therefore, agree that your use of the Services occurs in South Carolina and is subject to any applicable South Carolina taxes. To the extent that you are responsible for any additional taxes or fees beyond those collected by GivBee, you agree that you will pay them when due to any applicable taxing authority, including any interest or penalties assessed.

GivBee shall not be responsible for any errors or transmission failures with regard to the charging and collection of funds from your indicated payment method, nor for any actions taken by the provider of the payment method you choose (which could include refusal to authorize the charge). In addition to these Terms, any payments made by you may be subject to the agreement between you and the provider of the payment method. Because GivBee deems uninterrupted service as an important part of customer satisfaction, at its own discretion, it may attempt to collect due fees and payments at later dates, instead of preventing the Service from operating.

As between you and GivBee, you are responsible for all charges related to purchases made using your account and payment method, whether or not you authorized such purchases. Standard charges apply to any test messages sent originating from your account. In the event of accidental under billing in favor of a customer, a non-payment by customer under these Terms, GivBee shall be entitled to immediately proceed with collection remedies and shall be entitled to recover any and all costs, fees, and expenses of such collection efforts, including but not limited to: collection agencies, court costs, filing and service of process fees, attorneys’ fees incurred from counsel of GivBee’s choosing, or any other costs, fees, and expenses incurred in the pursuit of collection on all customer accounts and receivables due and payable under these Terms.

5. SMS Credits

SMS Credits are paperless vouchers you purchase as part of your plan or as upgrades to your plan and which facilitate the transmission of SMS messages. The transmission of a seemingly-valid SMS message will cause an associated quantity of credits to be debited from your account. You can obtain the real-time status of your SMS credits through the online interface.

Credits purchased as a part of a plan, including any additional credits purchased during your billing cycle as part of an upgrade to your plan, and not used within the purchased plan’s time frame (eg. event texting window, month or year), expire at the end of the billing cycle. Additionally, the value of credits may change over time as the cost of transmission changes, and thus you acknowledge that the number of credits needed to utilize the Services may change correspondingly. Any unused value shall be forfeited upon expiration. All prices and billing increments are subject to change at any time due to fluctuations in market conditions. Notwithstanding the above, GivBee may, in its sole discretion, offer customized plans that provide for individualized terms concerning credit expiration, billing cycles, account maintenance fees and/or other agreed upon terms. The terms of such customized plans will be made known and governed by a separate signed agreement.

6. Data Protection & Privacy

In order to ensure your compliance with these Terms and to ensure that GivBee complies with national and international laws, we may, from time to time, randomly check the content sent from your account. Nonetheless, we are committed to maintaining the privacy of your information, pursuant to our Privacy Policy, located at http://www.givbee.com. Except as otherwise required for your use of the Services as contemplated herein, GivBee does not want you to, and you should not, send any confidential or proprietary information to GivBee via the GivBee sites or the email addresses referenced on the GivBee Sites.

You further recognize that GivBee does not want you to, and you warrant that you shall not, provide any information or materials to GivBee that is defamatory, threatening, obscene, harassing, or otherwise unlawful, or that incorporates the proprietary material of another.

7. INTEGRATED THIRD-PARTY SERVICES

GivBee has created integrations with various third-party Payment Providers including:

• PayPal
• Braintree
• SafeSave

1. GivBee Account Owners that utilize integrated payment processing services are subject to and must adhere to the terms of the applicable Payment Providers’ Terms of Service and other agreements and fees relating to their Service transactions. The Company is not affiliated with any Payment Provider, and neither is the agent or employee of the other, and neither is responsible in any way for the actions or performance (or lack thereof) of the other. The same is true with respect to the Company on the one hand and Users on the other hand. To the extent that the Service is rendered in conjunction with any other provider of services, the same shall also be true, namely that to the extent that a User of the Service hereunder does so in conjunction with the services of another service provider, such User will be subject to the other service provider’s terms of service, and neither the Company or the other service provider will be considered the agent or employee of the other, and neither will be responsible in any way for the actions or performance (or lack thereof) of the other. These Terms shall not in any way supersede the terms of any other service provider for using their service, nor shall the terms of service of any other service provider supersede the terms of the Terms with respect to the Service.
2. Account Owners accept the responsibility to provide refunds to Contributors at their own discretion. The Company will NOT be held liable for refunds or lack thereof.

8. PLANS AND SERVICE FEES

Plans, pricing and fees for standard GivBee products and services are listed and updated on the GivBee sites including, but not limited to GivBee.com and foodtrucktexting.com. Fees for custom services and non-standard plans are not always detailed on the GivBee sites.

For credit card transactions made by a User, a Transaction Fee is likely charged to the User by the Payment Provider. GivBee does not collect any part of this fee. For the fee amount, consult the Payment Provider website.

Contributors and Users do not pay a fee to GivBee.

9. REFUND POLICY

• Contributors MUST request any and all refunds directly from the Account Owner.
• Plan fees and SMS Message fees are not refundable.

10. ELIGIBILITY

You are not eligible to use the service without consent if you are under 18 years of age. If you are between the ages of 13 and 17, you can use the Service with the consent and supervision of your parent or legal guardian who is at least 18 years old, provided that your parent or legal guardian also agrees to be bound by these Terms and agrees to be responsible for your use of the Service. You are not eligible to use the Service if you have previously been suspended from using the Service for any reason and we have not explicitly authorized you to resume using the Service. We reserve the right to refuse use of the Service to anyone and to reject, cancel, interrupt, remove or suspend a Campaign at any time for any reason without liability.

11. FURTHER SERVICE UNDERSTANDINGS

Unless explicitly stated otherwise, any new features that augment or enhance the Service shall be subject to the Terms. You understand and agree that the Service is provided AS-IS and that the Company assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any communications or personalization settings.

12. CONTRIBUTORS

As a Contributor, you are solely responsible for asking questions and investigating Campaigns to the extent you feel is necessary before you make a Contribution. All Contributions are made voluntarily and at your sole discretion and risk. The Company doesn’t guarantee that Contributions will be used as promised, or that the Campaign will achieve its goals. The Company does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any Campaign or Contribution, or the truth or accuracy of content posted on the Service. You are solely responsible for determining how to treat your Contribution and receipt for tax purposes.

13. RECIPIENTS

As a Recipient, you are solely responsible for asking questions and investigating Campaigns and Organizations to the extent you feel is necessary. All text exchanges a recipient has with an Organization via the Service are made voluntarily and at your sole discretion and risk. The Company doesn’t guarantee that Campaigns will be managed as promised, or that the Organization will achieve its goals. The Company does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any Campaign, or the truth or accuracy of content posted on the Service.

14. TAXES

The Account Owner is solely responsible for:

• understanding that taxing authorities may classify funds raised through the Service as taxable income to the Account Owner and any beneficiary who will receive funds directly from the Campaign.
• paying all fees and taxes associated with the use of the Service.

The Company encourages Account Owners to consult with a licensed tax advisor from their local jurisdiction when planning a Campaign so that they understand and prepare for the tax obligations that may incur from the funds raised.

15. RAISING FUNDS ON BEHALF OF OTHERS

From time to time, Campaign Owners desire to raise money on behalf of Organizations and Individuals.

15.1 ORGANIZATIONS

To comply with federal, state and local laws, the Campaign Owner must provide the Company and the Payment Provider with proof that the Account Owner has clearly authorized the Campaign Owner to act on its behalf. To apply to accept funds on behalf of another Organization, the Campaign Owner must submit by email to the Payment Provider and the Company a Letter of Subordination on letterhead from the Organization and signed by an authorized Officer of that Organization that expressly grants the Campaign Owner the right to fundraise on behalf of the Organization. Copies of the documents should be sent to compliance@givbee.com and the email address of the Payment Provider.

15.2 INDIVIDUALS

Upon request by the Company, Account Owners and/or Campaign Owners must provide the Company with information and/or documentation that proves the Account Owner/Campaign Owner has authority or has been granted authority to raise funds on behalf of an Individual, and clearly shows how the funds collected will be transferred to the Individual or used to benefit the Individual noted in the Campaign.

16. PROHIBITED ACTIVITIES

In addition to the activities listed in the Conduct section below, Campaign Owners are specifically prohibited from activities that violate the Payment Provider’s Acceptable Use Policies. Campaign Owners are also not allowed to act in any way that violates national, regional and local laws related to online commerce. In particular, by example and not limiting the definition in any way, Campaign Owners cannot run online contests, lotteries, raffles, pyramid schemes, gambling activities or any other form of prohibited financial activity using the Service.

17. SET UP OBLIGATIONS

In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself and your Organization as prompted during the Campaign creation process and any later administration processes (such information being the Set Up Data); (b) maintain and promptly update the Set Up Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your use of the Service and refuse any and all current or future use of the Service (or any portion thereof) and (c) maintain compliance with the MMA and industry best practices as outlined in Exhibit A.

18. SECURITY AND COMPLIANCE

As part of the registration process, you will need a user name and password. You may also give account access to others by assigning them a unique user name and password. You are responsible for maintaining the confidentiality of all user names and passwords associated with your account, and are fully responsible for all activities that occur in the account as it relates to the Service. You agree to immediately notify the Company of any unauthorized use of your user account or any other breach of security as it relates to the Service. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this Section. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your user account, in GivBee’s sole discretion, and you may be reported to law-enforcement agencies.

You are also responsible to ensure all content in your campaign is compliant with the Terms & Privacy Policy.

19. CONDUCT

You shall schedule your messages responsibly and in a manner that is courteous to the recipients pursuant to local, state, national, and international calling time rules and regulations. You are solely responsible for obtaining any rights or licenses to any data and materials included in any outbound messages. If you are unfamiliar or unclear on the legalities of any message that you intend to initiate through the Services, you must consult with your attorney prior to your use of the GivBee Sites or Services.

You accept that the Services are provided for professional use only, and you agree that your use of the GivBee Sites or Services shall not include:

In using the Service, you understand that you are liable for all information, products or services, in whatever form, that you make available to other Users. You agree not to use the Service to:

1. send, upload, post, email, transmit or otherwise make available any unsolicited or unauthorized marketing messages (i.e. spam), advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes;
2. send, upload, post, email, transmit or otherwise make available any Information, products or services, that are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
3. send, upload, post, email, transmit or otherwise make available any information, products or services, that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
4. send, upload, post, email, transmit or otherwise make available any information, products or services, that infringes any patent, trademark, trade secret, copyright or other proprietary rights (Rights) of any party;
5. send, upload, post, email, transmit or otherwise make available any material that contains software viruses, trojan horses, worms, time bombs, cancel-bots or any other harmful/deleterious programs; or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
6. use any equipment or software that has the capacity to initiate messages without human intervention, in conjunction with your use of the Services;
7. harm minors in any way;
8. mislead others as to the identity of the sender of your messages, impersonate any person or entity; or falsely state or otherwise misrepresent your affiliation with a person or entity; or provide contact details that do not belong to you;
9. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Information transmitted through the Service;
10. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
11. attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means;
12. harvest, or otherwise collect information about others, without their consent;
13. intentionally or unintentionally violate any applicable local, province, state, national or international law; or
14. engage in any other activity that GivBee believes could subject it to criminal liability or civil penalty/judgment.

You agree to provide legally required contact information in any outbound message when and where required by any applicable local, state, national or international law or regulation. You further agree that GivBee is, under no circumstances, responsible for the contents and/or accuracy of your messages and GivBee will only transmit them on a basis of good faith that you use the Services in accordance with these Terms. You are solely responsible for providing the content of all messages initiated by you through the Services. GivBee will not be liable for any misuse of the Services by you. GivBee is not responsible for the views and opinions contained in any of your messages or broadcasts.

You acknowledge that the Company does not pre-screen any Content working in coordination with the Service, but that the Company and its designees shall have the right (but not the obligation) in their sole discretion to rescind use of the Service. You acknowledge and agree that the Company may preserve Information and may also disclose Information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any Information violates the rights of third-parties; or (d) protect the rights, property, or personal safety of the Company, its Users and/or the public. You understand that the technical processing and transmission of the Service, including your Information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

20. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Information. Specifically, you agree to comply with all applicable laws regarding electronic commerce and charitable funding, and regarding the transmission of technical data exported from Canada or the country in which you reside.

21. STANDARD OF CARE

The Company has the right to make use of Campaign data and User information to measure and improve the Service, uncover new business categories or service types and understand why and how Organizations, Campaign Owners, and Users are using the service.

The Company agrees and covenants that it shall:

(i) keep and maintain all User information in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use or disclosure;

(ii) use and disclose User information solely and exclusively for the purposes for which the User information, or access to it, is provided pursuant to the terms and conditions of this Agreement, and not sell, rent, transfer, distribute, or otherwise disclose or make available User information for the benefit of anyone other than the Organization; in each case, without the Organization’s prior written consent; and

(iii) not, directly or indirectly, disclose User information to any person other than [its Account Owners/Campaign Owners][, including any,] [subcontractors,] [agents,] [outsourcers] [or] [auditors] (an “Unauthorized Third Party”), without express written consent from Customer [unless and to the extent required by Government Authorities or as otherwise, to the extent expressly required, by applicable law [, in which case, the Company shall (i) [use best efforts to] notify the Organization before such disclosure or as soon thereafter as reasonably possible]; and (ii) require the Unauthorized Third Party that has access to User information to execute a written agreement agreeing to comply with the terms and conditions of this Agreement [relating to the treatment of User information]].

22. SERVICE LEVEL AGREEMENT

The Company shall provide a Service Level Agreement (“SLA”) of 99.5%, meaning that the website and texting system shall be available 99.5% of the time in a given month, excluding scheduled maintenance. Scheduled maintenance and associated downtime shall not exceed four (4) hours per month and shall be conducted, where possible, with twenty-four (24) hours prior written notice to Licensee. Every reasonable effort shall be made to schedule maintenance during off-peak hours. The SLA applies only to the operation of the system and does not apply to downtime due to carrier technical issues or other events that are beyond the control of the Company.

23. INDEMNITY

You agree to indemnify and hold the Company, and its subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Information you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of the Terms, or your violation of any rights of another.

24. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service, other than as provided within the scope of the Service or if agreed to by written consent from the Company.

25. MODIFICATIONS TO SERVICE

The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. The Company will not be responsible to you for a refund, in whole or part, of the Service fees for any reason. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

26. TERMINATION BY GIVBEE

You agree that the Company, in its sole discretion, may terminate your use of the Service, and remove and discard any Information within the Service, for any reason, including, without limitation, for lack of use, failure to timely pay any Service fees or other moneys due the Company, or if the Company believes that you have violated or acted inconsistently with the letter or spirit of the Terms. The Company may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms may be effected without prior notice, and acknowledge and agree that the Company may immediately deactivate or delete your Information and/or bar any further access to such files in the Service. Further, you agree that the Company shall not be liable to you or any third-party for any termination of your access to Service.

Should such a termination take place when you still have credits in your account, you shall receive back, at our discretion, a fair monetary value of such credits, save any expenses that may be incurred by GivBee, including, without limitation, for payment of legal costs, third-party costs, or penalties.

The provisions regarding ownership, payments, warranties, and indemnifications will survive any suspension, termination, or cancellation of your use of the Services or GivBee Sites.

27. TERMINATION BY THE USER

You are free to terminate or cancel your use of the Services at any time and for any reason. Notwithstanding the foregoing, unless due to a breach solely by GivBee that it fails to cure within thirty (30) days of its receipt of your notice, in no event shall GivBee be obligated to refund to you the reasonable value of any unused credits previously purchased by you.

28. LINKS

The Company may provide, or third parties may provide, links to other World Wide Web sites or resources. Because the Company has no control over such sites and resources, you acknowledge and agree that the Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

29. PUBLISHING AND COMMUNICATIONS

Campaigns may be used as part of advertising campaigns to promote either the campaign or the Service in print, online or mobile.

30. THE COMPANY’S PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software (Software) used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the Company, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

32. LICENSE

The Company grants you a limited, revocable, non-transferable and non-exclusive right and license to use the Service subject to your eligibility and continued compliance with these Terms; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Service. You agree not to modify the Service in any manner or form, or to use modified versions of the Service, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interfaces or APIs that are provided by the Company for use in accessing Service.

33. FORCE MAJEURE

GivBee shall not be liable for any failure or delay in performing its obligations hereunder, which such failure or delay is caused by fire, flood, earthquake, elements of nature or acts of God, acts of war, insurrection, terrorism, strike, failure or downtime of any telecommunications line and/or unavailability of any telecommunications or Internet facilities, power failure, governmental restrictions, any court order, compliance with any law, regulation, or order of any governmental authority, or any other cause beyond the reasonable control of GivBee. In addition, GivBee shall be so excused in the event it is unable to acquire from its usual sources, and on terms it deems to be reasonable, any material necessary for the performance of the Services.

34. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2. THE COMPANY MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
5. IN NO EVENT WILL GIVBEE OR ITS BUSINESS PARTNERS BE LIABLE FOR LOSS OF REVENUE OR PROFITS, LOSS OF INACCURACY OF DATA, INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATED TO THE PROVISION OF THESE PRODUCTS OR SERVICES, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT, (INCLUDING NEGLIGENCE) OR ANY THEORY OF LIABILITY RESULTING FROM ANY DEFECT IN OR USE OF THE PRODUCTS OR SERVICES PROVIDED BY GIVBEE OR ITS BUSINESS PARTNERS.

35. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

36. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THE TERMS SECTIONS MAY NOT APPLY TO YOU.

REGARDLESS OF THE PREVIOUS PARAGRAPH, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF (A) THE TOTAL SERVICE FEES YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, AND (B) $100.

37. RELEASE

IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE US (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

38. NOTICE

Notices to you may be made via either email or regular mail. The Company may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you generally on the Service. Our mailing address is: GivBee, LLC, 295 Seven Farms Dr., Suite C-162, Charleston, SC 29492

39. TRADEMARK INFORMATION

GivBee trademarks and service marks, and other Company logos and product and service names are owned by and/or trademarks of GivBee, LLC. Without the Company’s prior permission, you agree not to display or use in any manner, the GivBee marks. GivBee Business Partner and third-party trademarks are the property of their respective owners.

40. GENERAL INFORMATION
    Entire Agreement. The Terms constitutes the entire agreement between you and the Company and governs your use of the Service, superseding any prior agreements between you and the Company. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party Information or third-party software.
    Choice of Law and Jurisdiction. The Terms and the provision of the Service to you are governed by the laws of South Carolina. Except as hereinafter provided, any dispute arising under these Terms shall be settled and determined by binding arbitration in Charleston, SC in accordance with the provisions of the Federal Arbitration Act, 9. U.S.C. §§1-16, as amended (the “Federal Arbitration Act”), to the exclusion of state laws inconsistent therewith. The terms of the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”) then in effect shall apply except to the extent they conflict with the express provisions of this paragraph. A single independent arbitrator shall conduct the arbitration. The parties shall endeavor to select the independent arbitrator by mutual agreement. If such agreement cannot be reached within thirty days after a dispute has arisen which is to be decided by arbitration, the selection of the arbitrator shall be made in accordance with the Rules as then in effect. The arbitrator shall be a member of a state bar engaged in the practice of law in the United States or a retired member of a state or the federal judiciary in the United States. The award of the arbitrator shall be based on the evidence admitted and the substantive law of the State of South Carolina (subject to any applicable preemption or supersedence by U.S. federal substantive law) and shall contain an award for each issue and counterclaim. The award shall be made within thirty days following the close of the final hearing and the filing of any post-hearing briefs authorized by the arbitrator, and such award shall set forth in writing the factual findings and legal reasoning for such award. The arbitrator may, in his/her discretion, award to any party specific performance or injunctive relief (the foregoing is not intended to limit GivBee’s access to the courts to the extent provided below). The arbitrator may not change, modify, or alter any express condition, term, or provision of these Terms or the extent the scope of their authority is expressly limited. Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding upon the parties and no appeal of any kind may be taken. Judgment may be entered thereon in any court having jurisdiction thereof. Each party shall be entitled to inspect and obtain a copy of non-privileged relevant documents in the possession or control of the other party. All such discovery shall be in accordance with procedures approved by the arbitrator. Unless otherwise provided in the award, each party shall bear its own costs of discovery. The statute of limitations applicable under South Carolina law to the commencement of a lawsuit shall apply to the commencement of arbitration hereunder.

Anything in the foregoing paragraph to the contrary notwithstanding, GivBee may seek injunctive relief in any court having jurisdiction over the parties to enjoin or prevent any action you take or threaten to take in violation of these Terms.

These Terms are only those stated herein, which shall constitute the complete agreement between the parties. No terms and conditions stated in or attached to your communications to GivBee are applicable to these Terms in any way and are not to be considered your exceptions to the provisions of these Terms.

1. Invalid Provisions. The failure of the Company to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
2. Time to File Claim. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
3. Titles. The section titles in the Terms are for convenience only and have no legal or contractual effect.

41. VIOLATIONS

Please report any violations of the Terms of Service to support@givbee.com

Exhibit A

WEBSITE REQUIREMENT FOR ACCOUNT OWNER

To maintain compliance with the MMA and industry best practices the Account Owner must modify their website to contain the following links and information.

A) HOME PAGE – From the homepage, there should be a link to:
Help Page
Terms & Conditions Page
Privacy Policy

B) HELP PAGE – The Help page should include the following:
For more information on our text service, Mobile Subscribers can reach us at: email address and phone number
Reply STOP to opt-out of our text message program at anytime.

From your mobile phone you can get information at any time by sending the text “HELP” to the text message thread for the text service from which you receive texts. By texting “HELP”, you shall receive a text with information on the program you have subscribed to, our website, email address and/or phone number and how to opt-out of our text alert program.

C) TERMS & CONDITIONS PAGE – The Terms & Conditions page should include the following text. Before copying and pasting this text into your website, please insert your own text into the appropriate areas.

Subscribers to our service alert system have opted-in to receive text messages concerning (enter a description of your mobile campaigns here).

Only opted-in Mobile Subscribers receive alerts from our organization. Such text messages shall consist of (more details on description of your mobile campaigns here).

All text messages sent to you are at standard rate. Other charges may apply. Message fees may apply, based on the type of text messaging program you have with your carrier. We shall not assess additional fees.

For more information you can reach us at: support@_______.com (Support email address) or ___-____ (Support phone #). From your mobile phone you can get also get help information at any time by sending the text “HELP” to the text message thread for the text service from which you receive texts. You shall receive a standard rate message from our service with information on the program you have subscribed to, Msg&data rates may apply, our website, email address and/or phone number and how to opt-out of our text messaging program.

To opt-in/subscribe, you can send in our Opt-In Keyword to 444999, or give signed written authorization. Depending on the method of opt-in after indicating your interest in opting-in you shall then be sent a text message confirmation.

To opt-out of your mobile texting system you can text “STOP” into the text thread. Doing so will automatically unsubscribe you from our service. You shall receive a confirmation that you successfully unsubscribed but shall not receive any additional messages unless and until you opt-in again.

Warranty: We are not liable for any delays in the receipt of any SMS messages connected with this program. Delivery of SMS messages is subject to effective transmission from your wireless service provider or network operator.