"Applicable Functionality" means the features of the Platform to which you have subscribed under this Agreement as it is generally available and provided by Givar.
"Givar Platform Use Guidelines" means the online information and guidelines for the proper use of the Platform (accessible as Help and Guides on the Platform) and the Applicable Functionality accessible via the Givar Hub.
"Givar User" means any person who has created his, her or its own Customer Account on the Platform. Givar Users other than yourself cannot edit your Givar Space or your Customer Account details.
"Confidential Information" of a party means any information, maintained in confidence by such party and communicated in written or oral form, marked as proprietary, confidential or otherwise so identified, and any information that by its form, nature, content or mode of transmission would to a reasonable recipient would understand to be confidential or proprietary and, in your case, includes Customer Data and, in the case of Givar, includes the Applicable Functionality, the Givar Platform Use Guidelines and the Platform.
"Givar Admin User" means the admin rights granted to your Givar User Account to manage your cause Givar Space. Only a Givar Admin User can edit that space and create campaign activity for it.
"Customer Account" means all information provided by you and your personnel to Givar, in your Customer Account and in your Givar Space on the Platform.
"Customer Data" means all electronic data or information provided by you to the Platform or subsequently retrieved by you from the Platform.
"Platform" means the online, web-based altruistic sharing and connection environment described in the Givar Platform Use Guidelines and as made available by Givar from time to time with the Applicable Functionality for access to and use by you as described in the Givar Platform Use Guidelines.
"Privacy Laws" means the Privacy Act 1988 (Cth) and all rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued thereunder, and "Personal Information" has the same meaning as defined therein.
Givar will make the Platform available for access and use by you to create a single Givar Space of your own in accordance with these Terms of Service. You acknowledge and agree that your subscription to the Platform is not conditional upon the delivery of any future functionality or features.
Givar hereby provides you a non-transferable, nonexclusive right to access and use the Platform for the sole purpose of sharing your vision and activities in your Givar Space with other Givar Users. The permission hereby granted depends upon the truth of, and you warrant the truth of, the statements that you have made to Givar, and the continuing truth of all representations made in your Givar Space.
You acknowledge that other Givar Users as well as other members of the public will be able to see your Givar Space using the Platform and therefore it is your responsibility to ensure that your Givar Space is correct and up-to-date at all times, and contains no misleading, unlawful, defamatory, confronting or even unpleasant material that is directed against anyone else, or any material of an overtly sexual kind. You and we understand that sometimes charitable causes may involve confronting material – that is not what we mean. You must exercise good judgment and recognise the legitimate concerns of all those reasonable people who may access the Platform, whether Givar Users or not.
Givar is entitled to (a) suspend or terminate your access to and use of the Platform and/or (b) delete any content in your Givar Space if you or any of your personnel (i) fail to comply with any of your obligations under this Agreement; (ii) i; ) fail to provide Givar with information, or accurate and complete information, reasonably deemed by Givar to be necessary to assist Givar in the achievement of the objectives of the Givar Platform; or (iii) cause any delay, prevention or interference with Givar’s performance under this Agreement. Givar will have no liability to you for its decision in good faith to exercise any of its rights under this clause.
Givar or those authorized by it to do so may gather information from your Givar Space and from all other areas of the Platform in a depersonalized form, aggregated for the purpose of research and the provision of services and information regarding other goods or services to you and other Givar Users.
Your feedback helps us make Givar better and on the off chance that we use it, you hereby assign to us all rights and interests in and to any feedback or suggestions that you may provide on the Platform, without any right to compensation from us. You represent and warrant that you have the authority to do so.
Givar may change the features and functionalities of the Platform from time to time and may introduce the requirement to pay subscription fees for the access to and use of any such new or existing features of functionalities of the Platform. If any such fees are introduced, you will pay those fees for the features and functionality of the Platform that you wish to use or continue to use that are subject to such fees. Givar offers users the ability to optionally cover Platform and transaction fees to help us keep the platform free for your use. There will be no Givar fee to you if the user chooses to not cover these fees.
You are entitled to promote the objectives of your organisation only within your Givar Space and may connect with other Givar Users and their personnel that make contact with you through the Platform for such purpose. You will not insert advertisements or offers to sell goods or services in your Givar Space, or make unsolicited single or multiple direct approaches to solicit donations or promote any goods or services to other subscribers to the Platform. You must comply with the applicable anti-spam legislation.
You may only retain a Charity status in the Platform on condition that in each year during the term of this Agreement you confirm your charitable status with the applicable taxing authority in your country within your Client Account or as Givar may otherwise require from time to time. You must inform Givar immediately if such charitable status is terminated or withdrawn.
In addition, you must also immediately advise Givar if there is a material event or accusation that may adversely affect your reputation, whether such event or accusation is subsequently proved to be immaterial. Givar reserves the right unilaterally to suspend or to terminate your rights to use the Platform if it forms the view that a material adverse reputational event or accusation has occurred without liability to you.
Givar is not responsible for any transactions carried out through any payment portal, such as Stripe, Paypal, BPay or other means to which Givar may in its sole discretion provide access from time to time. The responsibility for those transactions rests solely with the service provider providing them.
Givar’s grant to you of the right to use the Platform is personal. You may not give access to the Platform or transfer any rights under this Agreement to any other person.
YOU MAY NOT MAKE ANY COMMERCIAL USE OF THE PLATFORM OTHER THAN USE OF THE PLATFORM TO MANAGE YOUR OWN GIVAR SPACE – THAT IS, YOU MAY NOT OFFER ACCESS TO THE PLATFORM TO ANY OTHER PERSON’S CUSTOMERS FOR THE PURPOSE OF PROVIDING A COMMERCIAL SERVICE TO THAT PERSON.
You must provide all equipment, software communications necessary to use the Platform, as specified by Givar from time to time at the Givar Website and suitable internet and/or messaging services with a telecommunications provider. You will comply with any technical guidelines given by Givar in this regard to enable the proper operation and use of the Platform and will promptly implement any updates provided by Givar at no charge for this purpose.
You are responsible for any fees, including e-commerce, internet connection or mobile fees that you incur when accessing the Platform.
During the set up and use of the Platform for your use, you are required to set up a Givar Admin User with a username and password ("Login Information"). The following rules govern the security of your Login Information:
you must not share your Login Information, let anyone else access your Customer Account, or do anything else that might jeopardize the security of your use of the Platform;
if you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Login Information, you must immediately notify Givar and modify your Login Information;
you are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information, whether or not authorized by you; and
you are responsible for anything that happens through your Customer Account with the Platform.
Givar reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party’s rights.
Interfere or attempt to interfere with the proper functioning of the Platform or connect to or use the Platform in any way not expressly permitted by these terms;
Use any unauthorized third party software that accesses, intercepts, "mines", or otherwise collects information from or through the Platform or that is in transit from or to the Platform, including, without limitation, any software that reads areas of RAM or streams of network traffic used by the Platform to store information about Givar or its licensees;
Intercept, examine or otherwise observe any proprietary communications protocol used by the Platform, whether through the use of a network analyzer, packet sniffer or other device;
Use, facilitate, create, or maintain any unauthorized connection to the Platform, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate any part of the Platform; or (2) any connection using programs, tools, or software not expressly approved by Givar;
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the app or any software underlying the Platform or the Givar website or other intellectual property used to provide the Platform, or to obtain any information from the Platform using any method not expressly permitted by Givar; or
upload or transmit or attempt to upload or transmit, without Givar’s express permission, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, “spiders”, “crawlers” or other data-mining code, web bugs, cookies or other similar devices (sometimes referred to as "spyware," "passive collection mechanisms" or "pcms").
The Platform includes information confidential to Givar. You may not modify, alter, translate, dump, decompile, extract from, reverse engineer, disassemble, or otherwise reduce the Platform to a human perceivable form. This restriction is to protect that confidential information.
All rights in the copyright in the Platform and any trade marks used in association with the Platform are retained by Givar or its licensors (as appropriate). You may not reproduce any part of the Platform or the Givar website and will not use any trade marks or service marks of Givar or any of its licensors without the express permission of such trade mark or service mark owner.
comply with any requests for information, recommendations and guidelines with respect to access to and use of the Platform, including any adjustments or replacements required in respect of your equipment and software used by you from time to time;
ensure that your operators are adequately trained and informed so as to use the Platform effectively and in accordance with the Givar Platform User Guidelines;
promptly report errors in the operation of any aspect of the Platform, in accordance with Givar’s fault reporting procedures from time to time;
utilize the Givar website, or other site or notification mechanism as Givar may designate from time to time, to notify Givar of Service availability issues, request other in- scope technical support assistance, or for your designated Technical Contact to provide approvals or other responses.
You will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all your Customer Data and accept sole responsibility for errors in the operation of the Platform arising from failure to maintain the accuracy of your Customer Data; (ii) prevent unauthorized access to, or use of, the Platform, and will notify Givar promptly of any unauthorized access or use; and (iii) comply with all applicable local, state, federal and territorial laws in accessing and using the Platform.
Technical support consists of operational assistance and support via the firstname.lastname@example.org email address. Givar provides technical support as long as you are materially compliant with the terms of this Agreement.
You may be required to upgrade to third-party-supported applications, and operating systems as specified by Givar from time to time in order to continue receiving technical support services from Givar.
In order to receive technical support, your technical support requests must contain all available information including, but not limited to, your Technical Contact details or site identification, problem severity, service/software name, operating system/release, platform, area of Service at issue and problem description.
Your Technical Contact provided from time to time must be available to provide Givar with relevant and requested information, data gathering and testing necessary to assist with the resolution of any issue. You must use your best efforts to execute diagnostic routines, if provided by Givar, and to inform Givar promptly of the results. You must use all reasonable efforts to communicate with Givar to verify the existence of the problem and to provide information about the conditions under which the problem could be duplicated.
Professional services are out of scope, including the following, which are available at Givar’s then current rates at the time the services are requested, pursuant to a separate services agreement(i): recovery or restoration of data deleted by you; (ii)assistance with configuration or other implementation of the Applicable Functionality; Applicable Functionality(iii) instruction or other education or training;(iv) termination and migration assistance.
Givar represents and warrants that (a) it owns or otherwise has sufficient rights in the Platform to grant to you the rights to access it and use the Platform as provided herein; (b) it will provide the Platform in a manner consistent with general industry standards reasonably applicable to its provision; and (c) the Platform will perform materially in accordance with the Givar Platform Use Guidelines.
Givar is not responsible for (a) the conduct of any Givar User,(b) the truth, accuracy, currency or completeness of any information placed on the Platform by any Givar User or for the proper conduct of any Givar User, including but not limited to fulfillment of promises or use of funds, and (c) for the content of any third party website linked, or goods or services offered by any advertiser, on the Platform. You are responsible to ensure all your information in your Givar Space, and that posted by your personnel is accurate and up-to-date, and not in breach of this Agreement or any of the Givar Platform Use Guidelines. Except insofar as any Complaint will be handled by Givar in accordance with the Givar Complaints Policy, any grievance concerning the conduct of another Givar User must be handled directly by you with that Givar User, and Givar will have no other liability whatsoever.
WE TRY TO KEEP GIVAR LIVE AND BUG-FREE BUT GIVAR DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS WILL BE CORRECTED OR THAT THE AVAILABLE FUNCTIONALITY WILL RUN ERROR FREE OR UNINTERRUPTED. EXCEPT AS EXPRESSLY SET OUT ABOVE AND ON THE GIVAR WEBSITE, TO THE EXTENT PERMITTED BY LAW, NO OTHER WARRANTIES OR GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION MERCHANTABILITY, SUITABILITY OR ACCEPTABLE QUALITY, OR AS TO FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY GIVAR AND GIVAR MAKES NO WARRANTIES HEREUNDER WITH RESPECT TO ANY HARDWARE EQUIPMENT OR THIRD PARTY SOFTWARE WHICH GIVAR MAY USE TO PROVIDE THE SERVICE.
Important note: In the event that performance by either party of any obligation under this Agreement constitutes a supply of goods or services to a consumer as defined in the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended) or relevant State or Territory legislation (“the Acts”) nothing contained in this Agreement excludes restricts or modifies any condition, warranty or other obligation in relation to this Agreement and any goods and services to be supplied hereunder which pursuant to the Acts or any of them is applicable or is conferred on you where to do so is unlawful, in which event Givar’s sole liability for breach of any such condition, warranty or other obligation will be limited (except to the extent specifically set forth herein) to:
in relation to goods: (A) the replacement of the goods or the supply of equivalent goods or payment of the cost of replacing the goods or acquiring equivalent goods; or (B) the repair of the goods or payment of the cost of having the goods repaired;
in relation to services: (A) the supplying of the services again; or (B) the payment of the cost of having the services supplied again
as in each case Givar may select.
Mandatory statement under Regulation 90 of the Competition and Consumer Regulations: Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. These rights may be lawfully limited in respect of goods or services not ordinarily acquired for personal, domestic or household use or consumption. To request a replacement or a refund, please send your written request to Givar by letter or email to email@example.com.
Other than in respect of personal injury or damage to tangible property, Givar will have no liability to you for direct damages, loss or liability for any cause whatsoever, and regardless of the form of action.
THE REMEDIES PROVIDED IN THIS AGREEMENT ARE THE EXCLUSIVE REMEDIES OF THE PARTIES. IN NO EVENT SHALL Givar BE LIABLE TO YOU, TO ANY USER OR TO ANYONE ELSE, WHETHER IN CONTRACT OR TORT, OR OTHERWISE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR UNFORESEEABLE LOSS, DAMAGE OR EXPENSE, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY,OR ANY OTHER FORM OF EXPECTED BENEFIT, OR FOR LOSS OR CORRUPTION OF DATA, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED. You acknowledge that you must maintain backups of all data entered into or generated by the Platform that it may require to restore for its business.
You represent and warrant that you and those providing data and information to you have the right to transmit to Givar, and receive from Givar, any data, material or records that are required to enable Givar to perform the Platform and any other of Givar’s obligations under this Agreement.
Your Customer Data, other than that displayed in your Givar Space, is deemed your Confidential Information under this Agreement. Givar will not access your Customer Account, or your Customer Data, except (i) in the course of data centre business operations, (ii) in response to service or technical issues; (iii) as permitted by this Agreement; or (iv) at your request. Recovery of any of your Customer Data deleted by you will be your responsibility and not the responsibility of Givar.
Subject to Givar’s responsibilities as set out in clause 10, entitled “Confidentiality”, Givar will not be responsible for any unauthorized access to or alteration, theft or destruction of your Customer Data through accident, fraudulent means or devices, or any other method, unless such access, alteration, theft or destruction is caused as a direct result of Givar’s or its personnel’s misconduct or omission, in which case Givar’s liability will be limited to commercially reasonable efforts to restore or recover your Customer Data willfrom the most recent back-up of your Customer Data.
Givar is not responsible for loss of any Customer Data arising from: (i) a transmission from you not in accordance with the Givar Platform Use Guidelines; or, (ii) your failure to act on any Givar provided communication.
For purposes of this Agreement, the “Disclosing Party” means the party that transmits or otherwise communicates Confidential Information to the other party (the “Receiving Party”).
The following is not considered to be Confidential Information: (i) information which the Receiving Party has been authorized in writing by the Disclosing Party to use without restriction; (ii) information which was rightfully in the Receiving Party’s possession or rightfully known to it prior to receipt of such information from the Disclosing Party; (iii) information which was rightfully disclosed to the Receiving Party by a third party having proper possession of such information, without restriction; (iv) information which is part of or enters the public domain without any improper action or inaction by the Receiving Party; (v) information which is independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information; and (vi) any suggestions, enhancement requests, recommendations or other feedback provided by you or your personnel relating to the operation or use of the Platform.
The Receiving Party must use the Disclosing Party’s Confidential Information only for the purposes set forth in this Agreement and must cause its personnel and any adviser to whom it discloses such information to maintain such Confidential Information in complete confidence. The Receiving Party may disseminate such Confidential Information only on a need-to-know basis. The Receiving Party shall be permitted to disclose Confidential Information in connection with a judicial or administrative proceeding to the extent that such disclosure is required under applicable law or court order, provided that the Disclosing Party will be given prompt and timely written notice of any such proceeding and shall offer reasonable cooperation in any effort of the other party to obtain a protective order.
The Receiving Party agrees, at any time upon request of the Disclosing Party (being a request that does not prevent the proper use of the Platform as permitted by this Agreement) or upon any termination of this Agreement, to return to the Disclosing Party all Confidential Information in its possession or confirm its destruction.
You must not (i) modify, copy or create derivative works based on the Applicable Functionality or the Platform; (ii) frame or mirror any content forming part of the Applicable Functionality or the Platform, other than on your own intranets or otherwise for your own internal business purposes in accordance with the provisions of this Agreement; (iii) reverse engineer the Applicable Functionality or the Platform; or (iv) access or use the Applicable Functionality or the Platform in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Applicable Functionality or the Platform.
You may terminate your use of the Platform at any time. Givar may terminate this Agreement: (i) if you have not remedied a breach of this Agreement within 30 days of being notified of the breach; or, (ii) if you become insolvent or if bankruptcy or receivership or other insolvency proceedings are initiated by or against you.
The Agreement will be construed and governed in accordance with the laws of the State of New South Wales.
This Agreement constitutes the entire terms and conditions between you and Givar with respect to this Platform and supercedes any other agreement, written or oral. If any provision of this Agreement is held to be unenforceable, that provision will be enforced to the maximum extent permissible so as to give effect to the intent of this Agreement, and the remainder of this Licence will continue in full force and effect.
Givar will be excused from performance of its obligations pursuant to this Agreement for any period and to the extent that it is prevented from performing such obligations, in whole or in part, as a result of delays caused by you or a third party, or an act of God, severe weather, hurricanes, earthquakes, flood, war, civil disturbance or civil commotion, court order or any other cause over which Givar does not have direct control, including internet or communication problems (including internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Givar’s possession or reasonable control), third party hardware or software errors, computer viruses or similar harmful programs or data, or unauthorized access or theft.