Give Corporation Terms of Service - United States

Version: 1.0
Last Updated: June 10, 2023

These Terms of Service are a legal agreement (this “Agreement“) between you (“user,“ “you“ or “your“) and Give Corporation, Inc. referenced collectively as (“Give Corporation,“ “Give Corporation“, “we,“ “our“ or “us“). As used in this Agreement, “Service“ refers to Give Corporation's payment processing services, as well as our website, any software, programs, documentation, tools, hardware, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by Give Corporation, directly or indirectly. To use the Service, you must agree to all the terms of this Agreement.

1. Merchant Relationship with Give Corporation and Others

Give Corporation offers the Service exclusively through integrations with third-party websites (“Platforms“). The Platform through which you access the Service might have its own terms of service and privacy policy that apply to you. This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.Give Corporation.com as well as policies, notices, and other content concerning the Service that appear on the Platform's website (collectively, the “Website“).

The Gist,

In order to use Give Corporation as a Merchant, you must register with accurate and complete information. You must be at least 18 years old and based in the US.

2. Purchasers (Customers, Donors, etc.)

Purchasers may register with Give Corporation. Whether or not Purchasers register, however, their use of the Service is governed by the terms of this Agreement. In particular, Section 9 of this Agreement applies to Purchasers paying by bank transfer.

The Merchant (You) are responsible for the actions of your Purchasers. Any fraudulent, criminal, or financially irresponsible behavior and activity conducted by Purchasers linked to your Give Corporation Merchant Account is ultimately your responsibility. Any fines, legal action, and/or financial ramifications that occur due to your Purchaser's activity, the Merchant on record (you) will be held fully accountable.

Give Corporation provides the Service to users (“Merchants“) to facilitate receipt by Merchants of payments by card and bank transfer. These transactions are between Merchants and persons who pay them (“Purchasers“). Neither Give Corporation, nor any bank, is a party to these transactions. For payments by card, Give Corporation initiates the payment process by providing information to a processor that sends it to a bank that is a member of Visa U.S.A., Inc., Visa International (“Visa“), MasterCard International Incorporated (“MasterCard“), American Express Travel Related Services Company Inc. (“American Express“), or other payment card networks, association, or companies (collectively, the “Networks“). The processor and member bank are referred to collectively as the “Bank“. The Bank is obligated to pay Merchants under both (a) the provisions of its agreement with Give Corporation, and (b) the by-laws, operating regulations and all other rules, policies and procedures of the Networks as in effect from time to time (the “Operating Regulations“), that make the Bank responsible for settling with you as a Merchant. For payments by bank transfer, Give Corporation initiates the payment process by providing information to the Bank through the National Automated Clearing House (“ACH”). Merchants must register with Give Corporation. To register, a Merchant provides information, including email address and a self-selected password, in order to create an account (“Account“). You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them. Give Corporation asks Merchants for additional information, such as street address, telephone number, tax identification number (such as Social Security Number), and date of birth. You agree to provide supplemental documentation upon request (including but not limited to: articles of incorporation, passports, driver's license or a business license). You authorize Give Corporation, directly or through third parties, to make inquiries or verify that this information is accurate (for example, through social media or third party databases). You specifically authorize Give Corporation to request a consumer report that contains your name and address. You must provide accurate and complete information to Give Corporation. Specifically, when you register for Give Corporation, you must demonstrate that you can receive email at the email address you provide. If you do not confirm your email address, then (a) fourteen (14) days after you accept your first payment, you will not be able to accept additional payments, and (b) thirty (30) days after you accept your first payment, the Bank will refund to your payers all of the payments you have accepted. In addition, in order to settle the payments you have accepted to your bank account or other instrument, you must provide to Give Corporation identity and settlement information (such as your bank account information). If you do not provide identity and settlement information, then (a) thirty (30) days after you accept your first payment, you will not be able to accept additional payments, and (b) unless you provide identity and settlement information promptly, the Bank will refund to your payers all of the payments you have accepted. Finally, if at any time Give Corporation is unable to verify that the identity information you provided is correct and up-to-date, then, unless you provide verifiable information promptly, (a) Give Corporation will disable your Account so that you cannot accept additional payments, and (b) the Bank will refund to your payers all of the payments that you have accepted but not settled. Neither the Bank, Give Corporation nor Platform will have any liability to you for your inability to accept payments or for refunds pursuant to this paragraph. Give Corporation allows individuals, businesses, and non-profit organizations to register for Give Corporation if they are located in one of the 50 United States or the District of Columbia. Residents of Puerto Rico, U.S. territories (such as Guam), and U.S. military bases are not supported. A merchant must be either a United States citizen, a legal permanent resident of the United States, or a United States business or nonprofit organization having a physical presence in the United States and authorized to conduct business by the state in which it operates. A user who opens an Account must be eighteen (18) years of age or older. You may open an Account for a business or nonprofit organization only if it is legitimate and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organization. Each Account must be linked to a verified U.S. bank account.

The burden and financial responsibility of refunds, chargebacks, returns, bank fraud, and check fraud are solely upon the Merchant.

The Gist,

Purchasers don't have to register with Give Corporation, but they have to comply with this Agreement.

Give Corporation recommends that you conduct a thorough KYC (Know Your Customer) as you will be held responsible for any activity. Give Corporation is not responsible for ANY transactions and is required by law to cooperate with the relevant authorities when questionable activity occurs.

3. API Developer Relationship with Give Corporation

Give Corporation offers an application programming interface (“API“) to retrieve information from or submit requests to Give Corporation. Developers who use the Give Corporation API, the applications that they develop, and the users that these applications serve, are subject to the terms of this Agreement.

Give Corporation grants you a limited, worldwide, royalty-free, non-assignable, non-sublicenseable and non-exclusive license to use the API solely to develop applications to make use of Give Corporation services. You may not use the API for any purpose not expressly permitted by this license. You may not copy (except for backup purposes, and with all titles, trademark, copyright, and other proprietary and restricted rights notices), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the API or any part of the API. The API may be licensed under an open source software license; use, reproduction and distribution of the API are governed by the terms of that open source software license. Give Corporation owns all legal right, title and interest in and to the API, including any Intellectual Property Rights that subsist in the API. “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Give Corporation reserves all rights not expressly granted to you.

As a developer, you must receive permission from and open Give Corporation Accounts for individual Merchants. You may not use the Give Corporation API to facilitate use of a Give Corporation Account to process payments for goods and services provided by anyone other than the Merchant who owns the Give Corporation Account. In the event a Merchant receives a chargeback for a payment facilitated by your API, Give Corporation will collect or attempt to collect those funds from the Merchant in accordance with the “Chargebacks“ section below. In some cases (such as where you violate this Agreement or cause Merchants who use your API to violate this Agreement), you may also be held liable for chargebacks associated with payments facilitated through your API or SDK application. If your implementation does not flag “Virtual Terminal“ transactions correctly, Give Corporation may hold you liable for the difference between the “Fees“ (defined in Section 5 below) actually charged to Merchants and the Fees that would have been charged if you had flagged “Virtual Terminal“ transactions correctly. You may charge a fee in addition to Give Corporation's processing fees for the value-add services that you provide (“App Fee“). Your App Fee will be sent to you, and the payment (net of Give Corporation's fees and your App Fee) will be sent to the Merchant for whom you are facilitating the payment.

Give Corporation will issue you an access token for each user of your API who creates a Give Corporation Account. You agree that access tokens are the property of Give Corporation, and that misuse of access tokens by you or your users could cause substantial loss and damage to Give Corporation. If your API uses Give Corporation's Tokenization API to facilitate payments for Merchants, the credit card tokens will be associated with the API or SDK application, not the individual Merchant. Consequently, as the developer of the API, you will be responsible for complying with the Payment Card Industry Data Security Standard (“PCI DSS“) with respect to the primary account number and other protected information you collect from users of the API. You will implement appropriate measures to protect the security of the access tokens and credit card tokens, and you will notify Give Corporation promptly if you suspect they have been misappropriated or misused.

The Gist,

Developers can use the Give Corporation API to integrate their applications with the Give Corporation Service, subject to important conditions.

4. Limitations on Give Corporation's and Others' Responsibility

Purchasers may register with Give Corporation. Whether or not Purchasers register, however, their use of the Service is governed by the terms of this Agreement. In particular, Section 9 of this Agreement applies to Purchasers paying by bank transfer.

Neither Give Corporation nor any other third party makes any representations or guarantees regarding Merchants or Purchasers utilizing the Service. Use of our Service in no way represents any endorsement by Give Corporation or any Network, of a user's existence, legitimacy, ability, policies, practices, or beliefs. Give Corporation does not have control of, or liability for, goods or services that are paid for with the Service. Merchant acknowledges and agrees that receipt of Purchaser information via the Service does not indicate that the Purchaser's payment instrument has sufficient available funds, that a transaction will be authorized or processed, or that the transaction will not later result in a chargeback or reversal.

A charitable organization may use Give Corporation to accept payments as a Merchant. Not all charitable organizations are tax-exempt, and not all contributions to charitable organizations are tax-deductible. Charitable organizations are responsible for correctly classifying themselves and their transactions, issuing any required reports and receipts, and making any required tax or other filings. Contributors are responsible for verifying the status of organizations to which they donate and reporting their donations correctly for tax and other purposes. Give Corporation specifically disclaims any liability in this regard.

The Gist,

Neither Give Corporation nor any other third party is responsible for the behavior of its users. It's up to you to decide whether you want to do business with a Merchant, Purchaser, or charitable organization using Give Corporation.

5. Our Fees

Give Corporation charges transaction processing fees to Merchants using the Service. Give Corporation also may charge Merchants the following fees for exceptions processing: $15.00 per chargeback (in addition to the amount of the chargeback); $15.00 per ACH return (in addition to the amount of the return); $25.00 research fee (if an Account is deemed abandoned under Section 23 below). These foregoing Give Corporation fees and App Fees, if applicable, are netted against other funds due to Merchant or debited from the Merchant's bank account or other payment instrument associated with the Merchant's Account. The Merchant agrees to pay the fees for the Service that are posted from time to time by Give Corporation or by the Platform (the "Fees"). In general, Fees posted by Give Corporation and the Platform are cumulative; however, in case of inconsistency, the Fees posted by the Platform apply.

Merchants may increase their prices to include the cost of the Fees and disclose these increases to their Purchasers as a "Service Fee". Merchants may only do this in compliance with the Operating Regulations.

Subject to the terms of this Agreement, we and the Platform reserve the right to change our Fees. By continuing to use the Service, you consent to the change in Fees. To withdraw your consent, you must close your Account.

The Gist,

Give Corporation charges fees to use our Service. We reserve the right to change our fees at any time.

6. E-Sign Disclosure and Consent Electronic Delivery

By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Give Corporation Account and your use of the Service. Communications include but are not limited to:

  1. agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;
  2. annual disclosures;
  3. transaction receipts or confirmations;
  4. communication in relation to delinquent accounts (which may also be by phone, and may be made by Give Corporation or by anyone on its behalf, including a third party collection agent);
  5. account statements and history; and
  6. federal and state tax statements

We will provide these Communications to you by emailing them to you at the primary email address listed in your Give Corporation Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to the Website. You further agree that your electronic signature has the same effect as your manual, physical signature.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

  1. a computer with an Internet connection;
  2. Minimum recommended browser standards are Microsoft Internet Explorer version 9.0 and above (see https://www.microsoft.com/ie for current version), Mozilla Firefox current version (see https://www.mozilla.com for current version), Apple Safari current version (see https://www.apple.com/safari for current version), or Chrome current version (see https://www.google.com/chrome for current version). The browser must have cookies enabled.
  3. Adobe Acrobat Reader version 8.0 and above to open documents in PDF format;
  4. a valid email address (your primary email address registered with Give Corporation); and
  5. sufficient storage space to save past Communications or an installed printer to print them.

By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Give Corporation Account at a later date.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us through Customer Support, including by writing to us at "Give Corporation, Inc., 4343 N Scottsdale Road Suite #150 Scottsdale, AZ 85251.” If you withdraw your consent to receive Communications electronically, Give Corporation may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.

After you consent to receive Communications electronically, you may withdraw your consent to receive IRS Form 1099-K electronically by contacting us as described above. You will continue to receive all your other Communications electronically, but we will send your Form 1099-Ks to you by U.S. mail.

Requesting Paper Copies of Electronic Communications

If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described above. We will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file in your Give Corporation Account. You understand and agree that Give Corporation may charge you an exception fee for each paper copy of a Communication. Give Corporation will not charge a fee if you request a Form 1099-K in paper form.

Updating Your Contact Information

It is your responsibility to keep your primary email address up to date. You understand and agree that if Give Corporation sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Give Corporation will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Give Corporation to your email address book so that you will be able to receive the Communications we send to you.

You can update your primary email address or street address at any time by logging into your Give Corporation Account, selecting "My Profile" from the dropdown menu that appears when you click the down arrow next to your name at the top right of the screen, and entering your new primary email address. If your email address becomes invalid such that electronic Communications sent to you by Give Corporation are returned, Give Corporation may close your account, and you will not be able to transact any activity using your Give Corporation Account until we receive a valid, functioning primary email address from you.

The Gist,

Give Corporation will communicate with you electronically, unless you opt out. Be sure to keep the email address in your Give Corporation Account current.

7. Prohibited Activities

By registering for Give Corporation as a Merchant, you also confirm that you will not accept payments or use the Service in connection with the activities, items or services set forth below. Please contact activity-inquiry@ Give Corporation.com if you have questions about whether these categories apply to you.

Category
Activity
Adult
Adult sites, content, sexual services
Aggregation
Payment facilitator to other merchants
Auctions
Internet auction, bidding fee auction
Cash, stored value, virtual currency
Cash or cash equivalent, purchase of gold, silver, platinum, palladium, Digital Wallet, stored value, prepaid companies, prepaid phone cards or Virtual currency or credits that can be
Debt
Bail bond services or bankruptcy lawyers, Credit counseling or repair services; credit protection or identity theft Damages, losses, penalties, or fines of any kind; alimony, child support, or High interest rate non-bank consumer lending, including payday lending and Loan payments transacted on a credit
Drug
Drugs or drug paraphernalia, such as hookahs, Marijuana dispensaries and related products or services, Personal enhancement products or nutraceuticals - vitamins, Pharmaceuticals, internet pharmacies
Financial services
Banks, credit unions, savings and loan associates, unit trusts, mutual Currency exchanges or dealers Money transfer, wire transfers, money
Gambling, lottery
Gambling or betting, including lottery
High Risk
Airline, hotel, rental, or other miles or points, Animals and regulated items such as animal felts, Astrology and related prediction or forecasting services, psychic services Career placement or advice center merchants, Cyberlockers, file sharing, file storage, Delayed delivery merchants where the good or service is not shipped, Militia, armed groups, or armed gangs, Money back guarantees exceeding 30 days, Motor vehicle sales, Online help for classes, homework or assignments, Online personal computer technical support, Pawn shop, Political organizations, Products or services identified by government agencies to have a high risk, Social media activity, Shipping or forwarding brokers
Illegal
Counterfeit or possibly counterfeit goods, or products that infringe on Deceptive, unfair, or predatory practices, Hate, violence, racial intolerance, terrorism, the financial exploitation of Unlawful activities, illegal substances
Investment, real estate
Commodity trading or security trading; equities (including stocks, Crowdsourced fundraising for stock or equity, Distressed property sales and marketing; real estate filling Goods or services to be delivered more than four (4) months in the Timeshares, timeshare resales
Marketing
Buyers clubs, membership clubs, Direct marketing - inbound telemarketing, negative option, Discount coupon merchants or online sites, Discount medical or dental plans, including discount insurance, Door to door sales, Infomercial merchants, Lead generation businesses, Marketing activities involving "pay only for shipping" and/or "free trial", Multi-level marketing businesses, pyramid sales, Outbound telemarketers and telecom merchants, Rebate or upsell merchants
Regulated
Age restricted products or services, such as alcohol Firearms, including ammunition, and other weapons Medical devices Tobacco, cigarettes, e-cigarettes
Telecomm
Telecommunications, including wireless, cable, satellite, wireline etc.
Travel
Airlines, including charter air carriers, and cruise lines Travel agencies or tour operators Travel industry, including car rental
The Gist,

You can't use Give Corporation for anything illegal, inappropriate, or risky. Just be honest and responsible, comply with the laws that apply to you, and we'll get along just fine. Failure to do so will result in deactivation of account and notification of the proper authorities.

In addition, you may not use the Service for:
  • Impersonating any person or entity or falsely claiming an affiliation with any person or entity;
  • Collecting, or attempting to collect, personal information about users or third parties without their consent, or using such information except as
    necessary to use the Service;
  • Defaming, harassing, abusing, threatening, or defrauding others;
  • Posting, transmitting, or distributing content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others (including rights of publicity or privacy);
  • Damaging, disabling, overburdening, or impairing Give Corporation, including without limitation, using the Service in an automated manner;
  • Interfering with another user's enjoyment of the Service, by any means, including by uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
  • Creating an Account that is linked to another Account that has engaged in any of the foregoing activities. Give Corporation may use evidence other than your Account information to determine whether you control an Account in someone else's name, including but not limited to Internet Protocol addresses, common business names, phone numbers, and mailing addresses

If Give Corporation determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen, returned to the Purchaser, or seized. In addition, if we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, your access to the Give Corporation services, and any of your transactions with law enforcement.

8. Give Corporation Purchaser & Merchant Responsibility

Give Corporation provides hosting and data processing services for Merchants. Give Corporation is a Payment Service Provider ("PSP"), not a bank, money transmitter, or Money Services Business ("MSB"), and we do not offer banking or MSB services as defined by the United States Department of Treasury. As a PSP, Give Corporation collects, analyzes and relays information generated in connection with payments between Purchasers and Merchants. You authorize Give Corporation to provide this information to the Bank in order for the Bank to facilitate payments from Purchasers to Merchants through the Networks, or the ACH, as applicable. As a result, the Bank - and not Give Corporation - actually conducts the settlement of card transactions and ACH transactions to Merchants. Give Corporation does not at any point hold, own or control funds in connection with the Services, nor does Give Corporation transmit money or monetary value. In connection with the Services, Give Corporation does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. The Bank is the party with sole responsibility for conducting the settlement of funds between Purchasers and Merchants. In order to act as a PSP, Give Corporation must enter into agreements with the Networks, processors and the Bank. You are not a third-party beneficiary of these agreements. Each of the Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account. You acknowledge that, if you receive payments from American Express exceeding the threshold specified by American Express, you will be converted to a direct card acceptance relationship with American Express and, upon conversion, you will be bound by the then-current American Express Card acceptance agreement and American Express will set the discount and other fees payable by you for American Express Card acceptance. You agree to be bound by the Merchant Services Agreement set forth in Exhibit A to this Agreement if it applies to you. The Merchant Services Agreement applies to you if, for example, you receive payments from any Network exceeding the threshold specified by that network. By agreement to this Agreement (by "click through" or otherwise), you also agree to the terms and conditions of the Merchant Services Agreement, which constitutes a legal binding contract between you, on the one hand, and WORLDPAY, INC. and its designated Member Bank, on the other hand, effective as of the date you receive the specified amount of payments from the Network. Furthermore, you must abide by the applicable Operating Regulations and ACH Rules. For example, where you accept payment cards on your website, you will display each card’s logo with equal size and prominence, and you shall not display a preference for, or discriminate against, one card brand over another. If you are using the Give Corporation subscriptions feature, you agree that it is your responsibility to comply with applicable laws, including the Electronic Funds Transfer Act (Regulation E), including by capturing your customers’ agreement to be billed on a recurring basis. You may not resell any hardware provided to you by Give Corporation or a third party for use with the Service.

Give Corporation is not responsible for any fraudulent or criminal activity involving your merchant account. Should you and/or any of your verified admins (team members you have invited into your account), and/or purchasers (customers, donors, etc.) be found liable for ANY AND ALL activity that violates ANY AND ALL of the Give Corporation Terms and/or the mismanagement of funds; Give Corporation will notify all relevant parties (Banking entities, Card Issuers, IRS, Federal Government, Collection Agencies, Local Law Enforcement, Give Corporation Customers, etc.) of your behavior, and Give Corporation will seek full restitution and recommend maximum legal punishment. Processing fraud, bank fraud, and check fraud all have fines of up to $1,000,000 and up to 20 years in prison.

Notwithstanding Give Corporation’s assistance in understanding the Operating Regulations, and ACH Rules, you expressly acknowledge and agree that you are assuming the risk of compliance with all provisions of the Operating Regulations, and ACH Rules, regardless of whether you have possession of those provisions. The Networks make excerpts of their respective Operating Regulations available on their websites (including usa.visa.com,www.mastercard.com,www.americanexpress.com and www.discover.com). Exhibit B to this Agreement sets forth certain specific requirements of the American Express Merchant Regulations, US. We can provide you with excerpted provisions of the ACH Rules upon your request.

The Gist,

Give Corporation is a payment service provider, not a money services business. This means Give Corporation never has any control or ownership over your money. We may require you to enter into a separate agreement with one or more of our partners. You're also required to abide by the rules of the payment card associations.

You will get in a lot of trouble if you violate the terms and services agreement. And Give Corporation is not responsible for you or your customers' actions.

9. Your ACH Payment Authorization

If you are a Merchant or if you are a Purchaser paying by bank transfer, you authorize the Bank to initiate electronic ACH entries to each bank account that you set up on the Website and to initiate adjustments for any transactions credited or debited in error. You agree to be bound by the ACH Rules, and you agree that all ACH transactions that you initiate will comply with all applicable laws. Your authorization will remain in full force and effect until you notify us that you revoke it by contacting Customer Support at support.Give Corporation.com or by closing your Account. You understand that Give Corporation requires a reasonable time to act on your revocation, not to exceed five (5) business days. If you are a Merchant, you authorize the Bank to hold, receive, disburse and settle funds on your behalf. Your authorization permits the Bank to generate a paper draft or electronic funds transfer to process each payment transaction that you authorize. Subject to this Agreement, you also authorize the Bank to debit or credit any payment card or other payment method we accept that you link to your Account, to initiate adjustments for any transactions credited or debited in error, as well as for chargebacks, reversals, or claims in accordance with this Agreement and the Operating Regulations. If you are a Purchaser paying by credit card and your credit card account number changes or your credit card expiration date changes, we may acquire that information from our financial services partner and update your Account.

When you set up a bank account on the Website and input your online banking credentials for instant verification, you are granting Give Corporation (acting on your behalf) the right, power and authority to access and transmit your personal and financial information (such as from third party banks) as reasonably necessary to provide the ACH authorization services described at plaid.com. Additional terms applicable to your use of the Give Corporation services provided through Give Corporation are set forth at https://www.plaid.com/legal/longtail/ #long-tail (specifically, Section 13 (“Developer Applicatione Minimum End User Terms),” of Exhibit B, “Additional Terms and Conditions for Intuit Developer Services,” and Schedule B (, “Developer Application Minimum End User License Terms),” of Exhibit B, “Customer Account Data API”).

By accepting the terms of this Agreement, you authorize us to provide payment instructions to the Bank, and for the Bank to process payments on your behalf.

10. Accepted Forms Of Payment

The Service supports most domestic credit, debit, prepaid or gift cards with a Visa, MasterCard, American Express or Discover logo. In addition, the Service supports most international cards with these logos. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive an authorization from the applicable issuer. You agree to accept all of the cards issued by Networks that the Service supports in accordance with the terms of this Agreement. The Service also supports payments via ACH from U.S.-based Purchasers with a U.S. bank account to U.S.-based Merchants, if supported by the Platform. We may conduct verification checks on Purchasers to ensure account ownership and sufficient balance, and we may refuse to process payments from Purchasers at our discretion. The Service supports payments via Apple Pay to Merchants in the U.S., if supported by the Platform. The Apple Pay Web Merchant Terms and Conditions apply.

We support most U.S. credit cards and U.S. bank accounts.

11. Underwriting and Sharing Information

We may share some or all of the information about you and your transactions with our processor, the Networks, and our other partners (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with Give Corporation, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. American Express and other Networks may use your name, address, and website address (URL) in any media form time to time. At any time, Give Corporation, its processor or its other partners may conclude that you will not be permitted to use Give Corporation.

You agree that Give Corporation is permitted to contact and share information about you and your Account with banks and other financial institutions. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Give Corporation’s risk management process.

The Gist,

Give Corporation may request and share information about you with our processor, banks and other financial institutions, and government agencies.

12. Transactions

Transactions are indicated as Pending, Complete, Failed or Cancelled.

"Pending" indicates that a transaction is currently undergoing review by the Bank and may not be completed or settled, at the Bank's sole discretion. "Pending" may also indicate that the transaction is awaiting account confirmation or settlement from a third party.

"Completed" indicates that a transaction has cleared and the funds are available in the Merchant's Account. If Give Corporation determines that the transaction is related to a restricted or prohibited business or activity or that the transaction is the result of fraudulent activity, Give Corporation may reverse or refund the transaction at any time.

"Cancelled" indicates that a transaction has been stopped or reversed. This could be due to inaccurate or incomplete information about your Account, our inability to validate the legitimacy of a payment, Purchaser, or Merchant, or another proprietary reason. You may contact Give Corporation Support for more information. Although payments are cancelled, the removal of an authorization on a Purchaser credit card or a return of funds to a Purchaser bank account may not be immediate, and Give Corporation cannot guarantee availability within a specific timeframe.

"Failed" indicates that a transaction could not be processed due to inaccurate Account information, insufficient funds, or another transaction-related reason.

Upon the release of transaction information by Give Corporation, a Purchaser will be debited or charged by the Bank. The Merchant agrees that the Purchaser's obligation to the Merchant is treated as paid at the time of (i) the release of this transaction information when a transaction enters the "Completed" state; and (ii) the related initiation of processing by the Bank. After the initiation of processing by the Bank, Merchant agrees not to attempt to collect or otherwise seek payment from the Purchaser, because Merchant agrees Purchaser's obligation to the Merchant has been conclusively discharged. Merchant agrees that the Purchaser is a third-party beneficiary of the preceding two sentences. Transactions may stay in a "Pending" state before "Completed" if Give Corporation is reviewing a transaction for risk purposes. Transactions in this state should not be treated as paid until they are "Completed".

Transactions may be disputed at any time up to 90 days from the date of transaction, regardless of state, by the Purchaser. Disputes resolved in favor of the Purchaser may result in reversal of the disputed transaction, regardless of state.

Give Corporation reserves the right to limit or restrict transaction size or volume at any time. If you would like to increase your limits, please contact Customer Support. Upon receiving this request, Give Corporation will conduct a review of your Account, and decide whether to lift or remove these limits. Give Corporation will consider a variety of factors in making this decision and will make this determination at its sole discretion.

The Gist,

Give Corporation payment transactions have various states. They can be reversed or cancelled at any time due to fraud or chargebacks. Give Corporation may impose transaction limits at any time.

13. Payouts and Withdrawals

Direct Deposit Account

To receive funds, you will be required to provide a standard bank account with a recognized, U.S.-based financial institution. To enable your bank account to receive funds disbursements you will be required to verify your bank account with a voided check and/or bank statement. Give Corporation will validate the authenticity of the submitted documents with the issuing financial institution and/or use third-party service providers to verify bank account information.

Payout availability depends on several factors, such as holidays, volume, and the risks involved. When you start processing live payments from your customers with Give Corporation, you won’t receive your first payout until a minimum, 7–14 days after receiving your first successful payment.

The first payout usually takes a little longer to establish the security factors regarding your account. Processing subsequent payouts then happen according to your desired money transfer scheduling.

Changing Your Direct Deposit Account

To change your direct deposit account you must submit a new bank account request, following the same procedure as stated above.

Funds Disbursement

The Bank will disburse funds to the Merchant's bank upon the Merchants request ad-hoc settlement at any time, up to 4 times per month (unless Merchant initiates In-Platform Commerce to increase withdrawals), by ACH transfer or by paper check. The Merchant may be subject to any "Reserve" imposed under Section 14 below. If the Bank cannot transfer the funds to the Merchant's bank account (due to inaccurate or obsolete bank account information entered by the Merchant, or for any other reason), Give Corporation may refund the funds to the Purchaser or Donor or escheat them pursuant to Section 23 below. Neither the Bank, Give Corporation, nor the Purchaser will have any liability to Merchant for funds so refunded or escheated.

Settlements to a bank account may be limited or delayed based on your perceived risk and history with Give Corporation. If you would like to request an increase to your settlement limit, please contact Give Corporation Support. Upon receiving this request, Give Corporation will conduct a review of your account. Give Corporation will consider a variety of factors in making this decision and will make this determination at its sole discretion.

Should Give Corporation need to conduct an investigation or resolve any pending dispute related to your Account, the Bank may defer payout or restrict access to your funds for the entire time it takes us to do so. The Bank may also defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.

Furthermore, if Give Corporation or the Bank suspects future chargebacks or disputes as a result of transactions to your Account, the Bank may defer payout and/or restrict access to your funds until Give Corporation or the Bank reasonably believes, in their sole discretion, that the risk of receiving a chargeback or dispute has passed.

All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at Give Corporation’s sole discretion.

The Gist,

Give Corporation will send you your money as soon as possible, upon request, but a certain amount of your funds may be subject to an additional hold period depending on your perceived risk and transaction history. You can request that these limitations be reviewed at any time by contacting Customer Support.

14. Reserve

At any time and from time to time, the Bank may temporarily suspend or delay payments to you and/or designate an amount of funds that the Bank must maintain in your Account ("Reserve") to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.

The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by Give Corporation, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Give Corporation’s favor, or otherwise as Give Corporation or its processor or the Bank may determine or require. If you do not have sufficient funds in your Reserve, the Bank may fund the Reserve from any funding source associated with your Account, or from any other Account under your control or any funding source associated with such other Account, including but not limited to any funds (a) credited to your Account, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us.

You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.

At no time, for any reason, is your Give Corporation Merchant account balance allowed to be negative. Should your account be negative for greater than a 24 hour period, your ability to process, manage, and transfer funds may be suspended. An investigation may commence to determine whether bank fraud has been committed.

The Gist,

We may require a Reserve to ensure that you can cover chargebacks, returns, reversals, and other obligations under this Agreement.

A negative balance may be considered bank fraud. If your account goes into a negative balance please contact [email protected] immediately to seek resolution.

15. Accounts

You are not required to have a credit in your Account in order to use the Service. When you have a credit, your funds will be co-mingled and held by the Bank with other Merchants' funds in one or more pooled accounts at the Bank that are established in the Bank's name for the benefit of you and other users. The Bank has sole discretion over the establishment and maintenance of any pooled account. Give Corporation has no ownership or control, and no right, title or interest in any account in which Merchant funds are held.

The Bank will hold any funds associated with your Account in an account separate from any account used for Give Corporation’s corporate funds. Give Corporation will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that the Bank holds for you. As consideration for using the Service, you irrevocably assign to us or the Bank all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to the Bank holding your funds in a pooled account.

The Gist,

If your Account is negative for an extended period of time (as defined by Give Corporation in its sole discretion), the Bank may close your Account and we may pursue legal action or other collection efforts.

Funds held by the Bank on your behalf are protected prior to the Bank transferring the funds to your bank account. At no point does Give Corporation own your funds.

16. Cardholder Data Security

"Cardholder Data" is information associated with a payment card, such as account number, expiration date, and CVV2. Give Corporation is a validated PCI Level 1 Service Provider and so is qualified to handle Cardholder Data in connection with the Service. Give Corporation will maintain all applicable PCI DSS requirements to the extent Give Corporation possesses or otherwise stores, processes, or transmits cardholder data on your behalf, or to the extent Give Corporation could impact the security of your cardholder data environment.

If you handle, transmit, or store any Cardholder Data in connection with your use of the Give Corporation Service or the Give Corporation API, you agree to comply at all times with the Payment Card Industry Data Security Standards ("PCI DSS"). Further, you agree to certify such compliance and provide documentation in accordance with Operating Regulations, or when asked by Give Corporation to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, processing, or transmission of Cardholder Data. You will remove Cardholder Data from your systems, and any other place where you store it, as soon as practicable and in no event more than 24 hours after you receive an authorization decision.

You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable laws, Operating Regulations, and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.

Unless you receive the express consent of your customer, you may not retain, track, monitor, store, disclose or otherwise use data (e.g. to send any marketing or promotional materials to Purchaser) except for the transaction for which it was given and any post-transaction activities in connection with such immediate transaction (e.g. chargeback).

The Gist,

In most cases, we take care of PCI Compliance for you. If, however, you handle or transmit Cardholder Data, you are required to be PCI compliant.

17. Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting and remitting any taxes to the appropriate tax authority. Give Corporation is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.

Give Corporation or the Bank may have tax reporting responsibilities in connection with the Service. For example, Give Corporation or the Bank will report to the Internal Revenue Service ("IRS") on Form 1099-K as required by law, your name, address, Tax Identification Number (such as Employment Identification Number or Social Security Number), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year.

The Gist,

You are responsible for collecting and paying your taxes, not Give Corporation.

18. Customer Service Provided by Merchants

You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from Give Corporation. You will cooperate with Give Corporation and your API application to assure that Purchasers have access to clear customer service information, including an active customer service email address and telephone number.

The Gist,

You are solely responsible for all customer service issues.

19. Refunds and Returns Provided by Merchants

You agree to process returns of, and provide refunds and adjustments for goods or services through your Give Corporation Account in accordance with this Agreement and the Operating Regulations and ACH Rules. The Operating Regulations require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. Your refund policies must be the same for all payment methods. If your Purchaser is dissatisfied with your refund policy, the Purchaser may chargeback the payment. You may not bill or collect from any Purchaser for any purchase or payment by means of a card unless the Purchaser has exercised chargeback, you have fully paid for the charge, and you otherwise have the right to do so.

The Gist,

You are responsible for disclosing your refund policy and providing refunds for goods or services purchased through Give Corporation.

20. Merchant's Financial Responsibility and Liability for Chargebacks, Refunds, and Returns

The amount of a payment may be charged back to you if (a) it is disputed by a Purchaser, (b) it is reversed for any reason, (c) it was not authorized or we have any reason to believe that the transaction was not authorized, or (d) it is unlawful, suspicious, or in violation of the terms of this Agreement. You are responsible for all chargebacks, whether or not the chargeback complies with the Operating Regulations.

By law, your purchasers (Donors, Customers, etc.) have 180 days to request refunds and returns from your merchant account. Also, the banking policy states that your purchasers have 180 days to issue a chargeback. You are responsible for ensuring that you have monies available if your Purchaser requests a refund or return or issues a chargeback.

If you have withdrawn the monies from your Give Corporation merchant account, Give Corporation will attempt to recoup the funds from your connected commercial bank account. If the funds cannot be recouped within ten business days, you may be held liable for bank fraud.

The Gist,

You are liable for any chargebacks, refunds, and/or returns resulting in a negative balance.

Please keep a reserve in your Give Corporation available balance in case your purchasers want it back. It's their legal right to ask for a refund. Having a negative balance may be viewed as bank fraud and instigate a criminal investigation.

21. How Give Corporation Handles Chargebacks

You owe us and will immediately pay us the amount of any chargeback and any associated Fees, fines, or penalties assessed by the Bank, our processor or the Networks. If you do not have sufficient funds in your Account, we will have the remedies set forth in "Our Set-off and Collection Rights" below. If you have pending chargebacks, the Bank may delay payouts to you.

Further, if we reasonably believe that a chargeback is likely with respect to any transaction, the Bank may withhold the amount of the potential chargeback from payments otherwise due to you under this Agreement until such time that: (a) a chargeback is assessed due to a Purchaser's complaint, in which case the Bank will retain and refund the funds; (b) the period of time under applicable law or regulation by which the Purchaser may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur.

If we determine that you are incurring an excessive amount of Chargebacks, Give Corporation or the Bank may establish controls or conditions governing your Account, including without limitation, by (a) assessing additional Fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Service or closing your Account.

You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Service. To that end, you permit us to share information about a chargeback with the Purchaser, the Purchaser's financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We will request necessary information from you to contest the chargeback. If the chargeback is contested successfully, we will release the reserved funds to you. If a chargeback dispute is not resolved in your favor by the Networks or issuing bank or you choose not to contest the chargeback, we may recover the chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating chargeback disputes.

The Gist,

If you receive a chargeback, we'll debit your Account or bank account for the amount of the chargeback plus any applicable fees. We may also place a Reserve on your Account to fund potential future chargebacks associated with your Account.

22. Our Set-off and Collection Rights

To the extent permitted by law, the Bank may set off any obligation you owe us under this Agreement (including chargebacks) against any credit in your Account or against any amounts due to you. All Fees are deducted first from the transferred or collected funds and thereafter from your Account. If you do not have sufficient funds, the Bank may collect from any funding source associated with your Account, or from any other Account under your control, or from any funding source associated with such other Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with the Bank. Your failure to pay in full amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, collection agency fees, and interest at the lesser of one- and-one-half percent (1-1/2%) per month or the highest rate permitted by law. In its discretion, Give Corporation may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided by you to Give Corporation. Such communication may be made by Give Corporation or by anyone on its behalf, including but not limited to a third party collection agent.

The Gist,

If you owe us money, the Bank may deduct that money from your incoming payments or debit your bank account or credit card on file.

23. Dormant Accounts

If there is no activity in your Account (such as a login or disbursement) for the period of time set forth in the applicable unclaimed property laws, and you have a balance, we may notify you by sending an email to your registered email address. We may also notify you by U.S. mail. We will give you the option of keeping your Account open, withdrawing the funds, or requesting a check. If you do not respond to our notice within the time period specified in the notice, we may close your Account and escheat your funds (less a processing fee) in accordance with applicable law.

The Gist,

If there is no activity in your Give Corporation Account for a long time, we will notify you of your options.

24. Receipts and Account Reconciliation

When you receive a payment, we will update your Account and provide a transaction confirmation on our Website. This confirmation will serve as your receipt. Summaries of your Account activity are available on our Website. You should make archival copies of your Give Corporation Account data regularly. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data, and (b) reconciling all transaction information that is associated with your Give Corporation Account. If you believe that there is an error or unauthorized transaction activity associated with your Give Corporation Account, please contact Customer Support immediately.

If you make a subscription payment, you will receive an email confirmation with a link that enables you to terminate future payments, if you wish. Alternatively, if you have an Account, you may log in at any time to terminate subscription payments.

We will attempt to correct processing errors that we discover by instructing the Bank to debit or credit your Account. Give Corporation will only correct transactions that are processed incorrectly if and when you notify us of such an error in a timely fashion.

The Gist,

You can see your full transaction history by logging into Give Corporation at any time. If you notice an error, you must notify us within 30 days, or you waive your right to have that error rectified.

25. Privacy

Your privacy is very important to us. By accepting this Agreement, you confirm that you have read, understood and accepted our Privacy Policy.

The Gist,

By accepting this Agreement, you agree to Give Corporation's Privacy Policy.

26. Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. If you discover a security-related issue, you agree to inform us of the issue immediately by contacting the Give Corporation Security Team at [email protected]. You also agree not to disclose the issue until Give Corporation has addressed it.

The Gist,

We take great measures to protect your information. However, that's not always possible. You acknowledge that you provide personal information at your own risk.

27. Termination

If your Give Corporation Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service and to remove all card logos from your website and wherever else they are displayed, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (e) that Give Corporation shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Account data, or export of your information or Account data.

The Gist,

You should understand the consequences of termination of your Give Corporation Account.

28. Your Right to Terminate

You may terminate this Agreement by closing your Give Corporation Account at any time. When you close your Give Corporation Account, any pending transactions will be cancelled. Any funds that the Bank holding in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Give Corporation Account as a means of evading your payout schedule). If an investigation is pending at the time you close your Give Corporation Account, the Bank may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, the Bank will release those funds to you.

The Gist,

If you close your Give Corporation Account, the Bank will send you your money, but it may be subject to limitations or hold periods to ensure that you can fulfill your obligations.

29. Our Right to Terminate

We may terminate this Agreement and close your Give Corporation Account for any reason or no reason at any time upon notice to you. We may also suspend the Service and instruct the Bank to suspend access to your Give Corporation Account (including the funds in your Give Corporation Account) if you (a) have violated the terms of the Give Corporation's policies or this Agreement, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

In addition to the above, we reserve the right to terminate your account and withhold all funds if you do not respond within 30 days to any Give Corporation request for information regarding any of the types of requests listed below and/or any other request for information in regards to potential financial risk, security breach or otherwise to Give Corporation and/or any of Give Corporation's affiliated partners.

  • KYC (Know Your Customer)
  • Underwriting
  • Risk
  • Compliance
  • Identity
  • Security
  • Fraud
  • AML (Anti-Money Laundering)
  • OFAC list
  • Business/Legal Entity
  • Owner/Principal Information
  • Bank Account
  • IRS/Taxes
  • Terms
The Gist,

We may terminate this Agreement and close your Account for any reason or no reason at any time, but we'll always keep you informed. If you do not respond to a Give Corporation request within 30 days we may terminate your account and withhold all funds.

30. Effect of Termination

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

The Gist,

Termination of this Agreement does not relieve you of any obligations to pay any amounts that you owe.

31. Your License

Give Corporation grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when Give Corporation makes these updates available.

You may not, nor may you permit any third party to, do any of the following: (i) access or monitor any material or information on any Give Corporation system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with Give Corporation referencing this section that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from Give Corporation; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Service, work around, bypass, or circumvent any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section. You may not use the Service on a mobile device that is "jail broken" or otherwise modified contrary to the manufacturer's software or hardware guidelines. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

The Gist,

Give Corporation grants you a license to electronically access and use the Service solely to accept and receive payments and to manage the funds you receive. We want you to enjoy this Service, but there are a few things you can't do or ask others to do.

32. Give Corporation's Intellectual Property Rights

The Service is licensed and not sold. Give Corporation reserves all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. Give Corporation owns the title, copyright and other worldwide intellectual property rights in the Service and all copies of the Service. This Agreement does not grant you any rights to Give Corporation's trademarks or service marks, nor may you remove, obscure, or alter any of Give Corporation's trademarks or service marks included in the Service.

You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Feedback"). By submitting Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Give Corporation under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Give Corporation does not waive any rights to use similar or related ideas previously known to Give Corporation, or developed by its employees, or obtained from sources other than you.

The Gist,

Give Corporation owns all intellectual property rights in the Service, including any comments or ideas submitted by you.

33. Indemnity

You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations; (b) your wrongful or improper use of the Service; (c) any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (e) your violation of any law, rule or regulation of the United States or any other country; (f) any other party's access and/or use of the Service with your unique username, password or other appropriate security code.

The Gist,

You agree to pay if your actions cause someone to make a claim against us.

34. Representations and Warranties

You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you; (d) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (e) you will fulfill all of your obligations to each Purchaser for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Purchaser; (f) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (h) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; (i) your use of the Service will be in compliance with this Agreement.

The Gist,

You promise us that the information you provide is accurate and that you won't misuse the Service.

35. Disclaimer of Warranties by Give Corporation

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Give Corporation OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, Give Corporation, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Give Corporation DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND Give Corporation WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

All third party hardware and other products included or sold with the Service are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer or distributor directly. Give Corporation MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

The Gist,

You agree to use the Service at your own risk.

36. Limitation of Liabilities and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Give Corporation, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL Give Corporation BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR Give Corporation ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IN NO EVENT WILL Give Corporation BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Give Corporation, ITS PROCESSORS, THE NETWORKS, AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL Give Corporation, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF Give Corporation HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Gist,

The Service is controlled and operated from facilities in the United States. Give Corporation makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

There are limitations to our liability. This section is written in all caps for a reason. Read it thoroughly.

37. Disputes

If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact Give Corporation Support with any dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration.

The Gist,

If a dispute of any kind arises, we do our best to address your concerns quickly. If we cannot resolve your issue, we agree to binding individual arbitration.

38. Binding Individual Arbitration

You and Give Corporation agree to arbitrate all "Disputes," defined as any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between you and Give Corporation, including but not limited to any claims relating in any way to this Agreement (including its breach, termination and interpretation), any other aspect of our relationship, Give Corporation advertising, and any use of Give Corporation software or services. "Disputes" also include any claims that arose before this Agreement and that may arise after termination of this Agreement. Notwithstanding the foregoing, you or Give Corporation may choose to pursue a claim in court and not by arbitration if you fail to timely pay amounts due. Give Corporation may assign your account for collection, and the collection agency may pursue in any court of competent jurisdiction any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by law or this Agreement.

In the event that you or Give Corporation are not able to resolve a Dispute with American Express, or a claim against Give Corporation or any other entity that American Express has a right to join, Exhibit C will apply. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST Give Corporation. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) ("AAA") according to this provision and the applicable arbitration rules. A form for initiating arbitration proceedings is available on the AAA's website at www.adr.org. Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small- claims court rather than through arbitration. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county or parish where you reside or at another mutually agreed location. Otherwise, any arbitration hearing will occur in Santa Clara, California. You or Give Corporation may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Give Corporation subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you or by Give Corporation, unless the arbitrator requires otherwise. The arbitrator's award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules, but if you are unable to pay any of them, Give Corporation will pay them for you. In addition, Give Corporation will reimburse all such fees and costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, Give Corporation will not seek its attorneys' fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. In the event the arbitrator determines the claims you assert in the arbitration are frivolous, you agree to reimburse Give Corporation for all fees associated with the arbitration paid by Give Corporation on your behalf that you otherwise would be obligated to pay under the AAA's rules. For purposes of this arbitration provision, references to you and Give Corporation also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Service. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the County of Los Angeles, California, or federal court for the Southern District of California.

The Gist,

You and Give Corporation agree to arbitrate all Disputes rather than resolve them in court.

39. Governing Law

This Agreement and any Dispute will be governed by California law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.

The Gist,

This Agreement and any Dispute will be governed by California law and/or applicable federal law.

40. Limitation on Time to Initiate a Dispute

Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

The Gist,

You've got a full year to commence a dispute.

41. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Give Corporation without restriction.

The Gist,

This Agreement may only be transferred by Give Corporation, not you.

42. Third Party Services and Links to Other Web Sites

You may be offered services, products and promotions provided by third parties and not by Give Corporation. If you decide to use these third party services, you will be responsible for reviewing and understanding the terms and conditions associated with them. You agree that Give Corporation is not responsible for the performance of these services. The Website may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Give Corporation. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. Give Corporation expressly disclaims any liability for these websites. Please remember that when you use a link to go from our Website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our Website, is subject to that website's own rules and policies.

The Gist,

You agree that Give Corporation is not responsible for services or websites provided by others.

43. Amendment of Agreement

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the software or Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including notice on our Website or any other website maintained or owned by us and identified to you. Any use of our software or Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified. No modification or amendment to this Agreement shall be binding upon Give Corporation unless in a written instrument signed by a duly authorized representative of Give Corporation. For the purposes of this Section 43, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.

The Gist,

Give Corporation has the right to change this Agreement or the Service at any time.

44. Other Provisions

Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and Give Corporation, and they describe the entire liability of Give Corporation and its vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of the Service. In the event of a conflict between this Agreement and any other Give Corporation agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings and summaries are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that Give Corporation may have under trade secret, copyright, patent or other laws. Give Corporation’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

The Gist,

This Agreement is a complete statement of the agreement between you and Give Corporation.

45. Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.

The Gist,

Upon termination of this Agreement, certain sections of it will remain in effect.

46. Merchant Processing Responsibility

When applying for a merchant account, you are assuming the risk and responsibility of managing the funds you receive from processing credit cards, debit cards, checks, cryptocurrency and any other financial transaction, as well as maintaining a reasonable reserve to cover the possibilities of chargebacks, refunds, and/or returns. Government agencies deem handling funds a privilege and will not hesitate to prosecute you should you or your purchasers commit fraudulent activity.

Give Corporation is a technology provider; you are the Merchant on record and ultimately responsible for any activity involving your merchant account. Abuse of your account could have lifetime ramifications.

To protect the organizations and businesses that rely on Give Corporation, any violations of these terms and services will be prosecuted to the fullest extent of the law.

The Gist,

You agree to follow all policies laid before you in these Terms and Services. You are agreeing that violating any terms will result in actionable punishments.

Exhibit A: Merchant Services Agreement

This Merchant Services Agreement for Sub-Merchants ("Merchant Agreement") is made among WORLDPAY, INC., having its principal office at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384 and its designated Member Bank (collectively "Acquirer") and the "User" as defined in, and in connection with, the Terms of Service between Give Corporation, Inc. and the User (herein referred to as "Sub-merchant"). Capitalized terms not otherwise defined herein have the respective meanings given them in the Give Corporation Terms of Service. Acquirer will provide Sub- merchant with certain payment processing (the "Services") in accordance with the terms of this Merchant Agreement. In consideration of Sub-merchant's receipt of credit or debit card funded payments, and participation in programs affiliated with Visa, MasterCard, Discover, and certain similar entities (collectively, "Associations"), Sub-merchant is required to comply with the Operating Regulations as they pertain to applicable credit and debit card payments. In addition, if Sub-merchant meets certain requirements under the Operation Regulations or an Association or the Operating Regulations otherwise require, Sub-merchant may be required to enter into a direct relationship with an entity that is a member of the Associations. By agreeing to the Give Corporation Terms of Service to which this Merchant Agreement is an exhibit (by "click through" agreement or otherwise), Sub-merchant has fulfilled this requirement, if and when applicable. However, Acquirer understands that Sub-merchant may have contracted with Give Corporation to obtain certain processing services and that Give Corporation may have agreed to be responsible to Sub-merchant for all or part of Sub-merchant's obligations contained herein. NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein, the parties agree as follows:

1. Certain Sub-merchant Responsibilities. Sub-merchant agrees to comply, and to cause third parties acting as Sub- merchant's agent ("Agents") to comply, with the Associations' and other payment networks' by-laws, operating regulations and/or all other rules, policies and procedures, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations or payment networks (collectively, "Operating Regulations"). Sub-merchant may review the VISA, MasterCard, and Discover websites for a copy of the Visa, MasterCard and Discover regulations. The websites are: https://usa.visa.com/support/consumer/visa- rules.html; and https://www.mastercard.com/us/merchant/ and https://www.discovernetwork.com/merchants/. Without limiting the foregoing, Sub-merchant agrees that it will fully comply with any and all anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act, the US Treasury's Office of Foreign Assets Control (OFAC) and the Federal Trade Commission. For purposes of this section, Agents include, but are not limited to, Sub- merchant's software providers and/or equipment providers. If so indicated in the Give Corporation Terms of Service, Sub- merchant may be a limited-acceptance merchant, which means that Sub-merchant has elected to accept only certain Visa and MasterCard card types (i.e., consumer credit, consumer debit, and commercial cards) and must display appropriate signage to indicated the same. Acquirer has no obligation other than those expressly provided under the Operating Regulations and applicable law as they may relate to limited acceptance. Sub- merchant, and not Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but not limited to policing the card type(s) accepted at the point of sale.

Sub-merchant shall only complete sales transactions produced as the direct result of bona fide sales made by Sub-merchant to cardholders, and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub-merchant, or for any purposes related to any illegal or prohibited activity, including but not limited to money- laundering or financing of terrorist activities.

Sub-merchant may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: i) the minimum transaction amount does not differentiate between card issuers; ii) the minimum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand; and iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve). Sub-merchant may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: Sub- merchant is a i) department, agency or instrumentality of the U.S. government; ii) corporation owned or controlled by the U.S. government; or iii) Sub-merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 - Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand.

2. Sub-merchant Prohibitions. Sub-merchant must not i) require a cardholder to complete a postcard or similar device that includes the cardholder's account number, card expiration date, signature, or any other card account data in plain view when mailed, ii) add any tax to transactions, unless applicable law expressly requires that a Sub-merchant impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately), iii) request or use an account number for any purpose other than as payment for its goods or services, iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub-merchant, v) disburse funds in the form of cash unless Sub-merchant is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Sub-merchant), or Sub-merchant is participating in a cash back service, vi) submit any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Sub-merchant, irrespective of cardholder approval, vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt, viii) accept a card to collect or refinance an existing debt that has been deemed uncollectible, or ix) submit a transaction that represents collection of a dishonored check. Sub-merchant further agrees that, under no circumstance, will Sub-merchant store cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither Sub-merchant nor its Agent shall retain or store magnetic-stripe data subsequent to the authorization of a sales transaction.

3. Settlement. Upon receipt of Sub-merchant's sales data for card transactions, Acquirer will process Sub-merchant's sales data to facilitate the funds transfer between the various Associations and Sub-merchant. After Acquirer receives credit for such sales data, subject to the terms set forth herein, Acquirer will fund Sub-merchant directly to Sub-merchant's designated demand deposit account ("Sub-merchant-Owned Designated Account") or, at Sub- merchant's request, to a third-party check writer's account.. Any dispute regarding amount of settlement shall be between Give Corporation and Sub-merchant. Any dispute regarding the receipt of settlement shall be between Acquirer and Sub-merchant. Acquirer will debit the Give Corporation Reserve Account for funds owed to Acquirer as a result of the Services provided hereunder, provided that Acquirer may also debit the Sub-merchant-Owned Designated Account for funds owed to Acquirer as a result of the Services provided hereunder. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirer reasonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub-merchant or the Give Corporation reserve account.

4. Term and Termination. This Agreement shall be binding upon Sub-merchant upon Sub-merchant's acceptance (by "click through" agreement or otherwise). The term of this Agreement shall begin, and the terms of the Agreement shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this Agreement by issuing a merchant identification number and shall be coterminous with Give Corporation's Terms of Service with Sub-merchant. Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this Agreement without notice if (i) Sub-merchant or Give Corporation fails to pay any amount to Acquirer when due, (ii) in Acquirer's opinion, provision of a service to Sub-merchant or Give Corporation may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that Sub-merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquirer determines Sub-merchant poses a financial or regulatory risk to Acquirer or an Association, (v) Acquirer's agreement with Give Corporation terminates, (vi) any Association deregisters Give Corporation, (vii) Acquirer ceases to be a member of the Associations or fails to have the required licenses, or (viii) Acquirer is required to do so by any of the Associations.

5. Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Give Corporation, with written notice of any alleged beach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach.

EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant's sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub- merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Give Corporation and not Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Give Corporation's processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Give Corporation, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Give Corporation. If Give Corporation is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services, directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer's then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer's relationship with Sub-merchant. If Give Corporation subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Give Corporation and this Agreement will govern Acquirer's relationship with Sub- merchant.

6. Processing and Distributing Money

    a. We may post information about Participating Nonprofits (NPOs)—which may include NPOs Name, Logo and Mission Statement—on the Give Corporation.com, all Give Corporation related social media and on other websites and services with which we may partner for purposes of soliciting money for your NPO. Give Corporation Users and users of other affiliated websites and services will have access that information through our Services as well as through the websites and services with which we partner.
    b. You acknowledge that we make no promise that you will receive any money as a result of your status as a Participating Nonprofit.
    c. Money processed and distributed made under this Agreement will be made into your Give Corporation Confirmed Nonprofit Merchant Account identified in your Nonprofit Payment Profile. You agree to take any actions necessary to authorize us to make such transfers to you, and you will not hold us liable if you provide us with inaccurate or incomplete information about your bank account. Any distribution we may make to you is subject to our obligations to Customers, Donors, and our Money Delivery Policy regarding timing of delivery and expenses.
    d. Customers and Donors make their donations to through Give Corporation, which we then distribute to Participating Nonprofits. We make money distributions to approved Participating Nonprofits that are selected by Customers and Donors. As a result, any money your organization receives pursuant to this Agreement are ultimately made by Give Corporation not by Customers and Donors. Give Corporation retains exclusive legal control over all monies received by it from Customers and Donors.
    e. Pursuant to our Privacy Policy, Give Corporation may disclose to you information about Customers and Donors, including name and contact information. You agree that Give Corporation discloses this information to you only for the purpose of enabling you to acknowledge sales and donations, to resolve any issues with sales and donations, and to provide a reasonable amount of information about your charitable work. You become the data controller of the Customer and Donor’s personal information that we provide to you for this limited purpose. You must not use the Customer and Donor’s personal information for any other purpose without the Customer and Donor’s further consent, including but not limited to for marketing purposes. You agree you will obtain consent from Customer and Donors to use the information we provide to you for any purpose beyond what is contained in this clause.
    f. We reserve the right not to distribute a donation to you (even if you are selected by a Customer or Donor for a particular donation), if: (i) we are unable to deliver it (e.g., if the Give Corporation account and/or contact information in your Nonprofit Profile is invalid); (ii) at any time you are in breach of this Agreement; (iii) you cease to have status as a Tax-Deductible Organization, Charitable Organization, Private Foundation, or Public Charity; (iv) doing so would cause us to be out of compliance with applicable laws; (v) doing so would bring us into disrepute; or (vi) you otherwise cease to qualify as a Participating Nonprofit in good standing; (vii) you do not request a WITHDRAW, BILL PAY or MONEY TRANSFER within a 9 Month period in which case monies will be either a) refunded to the customer or donor and/or b) redistributed to another a Tax-Deductible Organization, Charitable Organization, Private Foundation, or Public Charity at the discretion of Give Corporation. In any such case, we reserve the right to redirect any donation to another entity, or to use or dispense with the donation in any manner consistent with our policies and charitable purposes.

7. Miscellaneous. This Agreement is entered into, governed by, and construed pursuant to the laws of the State of Ohio without regard to conflicts of law provisions. This Agreement may not be assigned by Sub-merchant without the prior written consent of Acquirer. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assignees. This Agreement is for the benefit of, and may be enforced only by, Acquirer and Sub- merchant and is not for the benefit of, and may not be enforced by, any other party. Acquirer may amend this Agreement upon notice to Sub-merchant in accordance with Acquirer's standard operating procedure. If any provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Agreement will be construed as if such provision is not contained in the Agreement. "Member Bank" as used in this Agreement shall mean a member of VISA, MasterCard and/or Discover, as applicable, that provides sponsorship services in connection with this Agreement. As of the commencement of this Agreement, Member Bank shall be Fifth Third Bank, an Ohio Banking Corporation, located in Cincinnati, OH 45263. The Member Bank is a party to this Agreement. The Member Bank may be changed, and its rights and obligations assigned to another party by Acquirer at any time without notice to Sub-merchant.

Exhibit B: American Express Card Acceptance and Brand Requirements

1. Defined Terms. As used in this Exhibit B, the following capitalized terms have the following respective meanings:

  • "Cardmember" means an individual or entity that has entered into an agreement establishing an American Express Card account, or whose name appears on the American Express Card.
  • "Cardmember Information" means any information about Cardmembers and transactions, including, but not limited to, transaction data, and Cardmember name, addresses, American Express Card numbers, and American Express Card Identification Numbers.
  • "Establishments" means any or all of your and your affiliates' locations, outlets, websites, online networks, and all other methods for selling goods and services including methods that you adopt in the future.
  • "Marks" means names, logos service marks, trademarks, trade names, taglines, or other proprietary designs or designations.
  • "Other Payment Products" means any charge, credit, debit, stored value, prepaid, or smart cards, account access devices, or other payment cards, services, or products other than the American Express Card.

2. American Express Card Acceptance. Merchant must accept the American Express Card as payment for goods and services (other than those goods and services prohibited under Section 7 of the Agreement) sold, or (if applicable) for charitable contributions made, at all of Merchant's Establishments, except as expressly permitted by state statute. Merchant is jointly and severally liable for the obligations of Merchant's Establishments under this Agreement.

3. Treatment of the American Express Brand. Except as expressly permitted by applicable law, Merchant must not:

  • indicate or imply that Merchant prefers, directly or indirectly, any Other Payment Products over the American Express Card,
  • try to dissuade Cardmembers from using the American Express Card,
  • criticize or mischaracterize the American Express Card or any American Express services or programs,
  • try to persuade or prompt Cardmembers to use any Other Payment Products or any other method of payment (e.g., payment by check),
  • impose any restrictions, conditions, disadvantages or fees when the American Express Card is accepted that are not imposed equally on all Other Payment Products, except for electronic funds transfer, or cash and check,
  • suggest or require Cardmembers to waive their right to dispute any transaction,
  • engage in activities that harm our business or the American Express brand (or both),
  • promote any Other Payment Products (except Merchant's own private label card that Merchant issues for use solely at Merchant's Establishments) more actively than Merchant promotes the American Express Card, or
  • convert the currency of the original sale transaction to another currency when requesting authorization or submitting transactions (or both).

4. Treatment of the American Express Brand (US). Merchant may offer discounts or in-kind incentives from Merchant's regular prices for payments in cash, ACH funds transfer, check, debit card or credit/charge card, provided that (to the extent required by applicable law): (i) Merchant clearly and conspicuously discloses the terms of the discount or in-kind incentive to Merchant's customers, (ii) the discount or in-kind incentive is offered to all of Merchant's prospective customers, and (iii) the discount or in-kind incentive does not differentiate on the basis of the issuer or, except as expressly permitted by applicable state statute, Network. The offering of discounts or in-kind incentives in compliance with the terms of this paragraph will not constitute a violation of the provisions set forth above in the paragraph titled, "Treatment of the American Express Brand".

5. Treatment of the American Express Marks. Whenever payment methods are communicated to customers, or when customers ask what payments are accepted, Merchant must indicate Merchant's acceptance of the American Express Card and display the American Express Marks as prominently and in the same manner as any Other Payment Products. Merchant must not use the American Express Marks in any way that injures or diminishes the goodwill associated with the Mark, nor in any way (without the prior written consent of American Express) indicate that American Express endorses Merchant's goods or services. Merchant shall only use the American Express Marks as permitted by the Agreement and shall cease using the American Express Marks upon termination of the Agreement.

6. Treatment of American Express Cardmember Information. Any and all Cardmember Information is confidential and the sole property of the American Express Card issuer, American Express or its affiliates. Except as otherwise specified, Merchant must not disclose Cardmember Information, nor use nor store it, other than to facilitate transactions at Merchant's Establishments in accordance with the Agreement.

7. In addition to the above Sub Merchant agrees to the following:

  • Sub-merchant must comply with, and accept Cards in accordance with, the terms of its Provider Merchant Agreement and the American Express Merchant Operating Guide, as such terms may be amended from time to time.
  • Acknowledgment that the American Express Merchant Operating Guide is incorporated by reference into the Provider Merchant Agreement. (available here: https://icm.aexp-static.com/content/dam/gms/en_us/optblue/us-mog.pdf).
  • Sub-merchant expressly authorizes payment facilitator to submit transactions to, and receive settlement from, American Express on behalf of the Sub-merchant.
  • Express disclosures and consents necessary for (i) Payment facilitator to collect and disclose Transaction Data, Sub- merchant Data, and other information about the Sub-merchant to American Express; and (ii) American Express to use such information to perform its responsibilities in connection with the Program, promote the American Express Network, perform analytics and create reports, and for any other lawful business purposes, including commercial marketing communication purposes within the parameters of the Program Agreement, and important transactional or relationship communications from American Express.
  • You acknowledge as Sub-merchant that it may be converted from the Program to a direct Card acceptance relationship with American Express if and when it becomes a High CV Merchant in accordance with Section 10.5, "High CV Merchant Conversions".
    Upon conversion, (i) you as the Sub-merchant will be bound by American Express' then-current Card Acceptance Agreement; and (ii) American Express will set pricing and other fees payable by the Sub-merchant for Card acceptance.
  • American Express may use the information obtained in the Sub-merchant application at the time of setup to screen, communicate, and/or monitor Sub-merchant in connection with Card marketing and administrative purposes.
  • Sub-merchant shall not assign to any third party any payments due to it under their respective Provider Merchant Agreement, and all indebtedness arising from Charges will be for bona fide sales of goods and services (or both) at its Establishments and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that the Sub-merchant may sell and assign future Transaction receivables to payment facilitator, its affiliated entities and/ or any other cash advance funding source that partners with payment facilitator or its affiliated entities, without consent of American Express.
  • A third-party beneficiary provision, conferring on American Express third-party beneficiary rights, but not obligations, to the Provider Merchant Agreement that will fully provide American Express with the ability to enforce the terms of the Provider Merchant Agreement against the Sub-merchant.
  • Sub-merchant to opt out of accepting Cards at any time without directly or indirectly affecting its rights to accept Other Payment Products.
  • Give Corporation as a payment facilitator has the right to terminate Sub-merchant's right to accept Cards if it breaches any of the provisions in this Section or the American Express Merchant Operating Guide.
  • Give Corporation as a payment facilitator has the right to immediately terminate Sub-merchant for cause or fraudulent or other activity, or upon American Express' request.
  • Sub-merchant's refund policies for purchases on the Card must be at least as favorable as its refund policy for purchases on any Other Payment Products, and the refund policy be disclosed to Cardmembers at the time of purchase and in compliance with Applicable Law.
  • Sub-Merchant prohibition against billing or collecting from any Cardmember for any purchase or payment on the Card unless Chargeback has been exercised, the Sub-merchant has fully paid for such Charge, and it otherwise has the right to do so.
  • Sub-merchants are responsible for being aware of and adhering to privacy and data protection laws and provide specific and adequate disclosures to Cardmembers of collection, use, and processing of personal data.

Sub Merchant has the following requirements:

  • Comply with all Applicable Laws, rules and regulations relating to the conduct of the Sub-merchant's business.
  • Comply with the DSR and PCI DSS, each as described in Chapter 15, "Data Security".
  • Must report all instances of a Data Incident immediately to the payment facilitator after discovery of the incident.
  • Cease all use of, and remove American Express Licensed Marks from the Sub-merchant's website and wherever else they are displayed upon termination of the Provider Merchant Agreement or a Sub-merchant's participation in the Program.
  • Ensure data quality and that Transaction Data and customer information is processed promptly, accurately and completely, and complies with the American Express Technical Specifications.

By checking this box, you are opting out of receiving future commercial marketing communications from American Express.

Note that you may continue to receive marketing communications while American Express updates its records to reflect your choice. Opting out of commercial marketing communications will not preclude you from receiving important transactional or relationship messages from American Express.

Exhibit C: Arbitration Agreement (as to Disputes involving American Express) (U.S.)

In the event that Merchant or Give Corporation is not able to resolve a "Claim" (as defined in Section 11 below) against American Express, or a claim against Give Corporation or any other entity that American Express has a right to join, this Exhibit C (this "Arbitration Agreement") explains how Claims may be resolved through arbitration. Merchant or American Express may elect to resolve any Claim by binding individual arbitration. Claims will be decided by a neutral arbitrator. If arbitration is elected by any party, neither Merchant nor Give Corporation nor American Express will have the right to litigate or have a jury trial on that Claim in court. Further, Merchant, Give Corporation, and American Express will not have the right to participate in a class action or in a representative capacity or in a group of persons alleged to be similarly situated pertaining to any Claim subject to arbitration under this Arbitration Agreement. Arbitration procedures are generally simpler than the rules in court. An arbitrator's decisions are final and binding, and the arbitrator's final decision on a Claim generally is enforceable as a court order with very limited review by a court. Other rights Merchant, Give Corporation, or American Express would have in court may also not be available in arbitration.

1. Initiation of Arbitration. Claims may be referred to either JAMS or AAA, as selected by the party electing arbitration. Claims will be resolved pursuant to this Arbitration Agreement and the selected organization's rules in effect when the Claim is filed, except where those rules conflict with this Arbitration Agreement. Contact JAMS or AAA to begin an arbitration or for other information. Claims may be referred to another arbitration organization if all parties agree in writing, if American Express selects the organization and Merchant selects the other within 30 days thereafter or if an arbitrator is appointed pursuant to section 5 of the Federal Arbitration Act, 9 U.S.C. 1-16 (FAA). Any arbitration hearing will take place in the federal judicial district where Merchant's headquarters is located or New York, NY, at Merchant's election.

2. Limitations on Arbitration. If any party elects to resolve a Claim by arbitration, that Claim will be arbitrated on an individual basis. No Claim is to be arbitrated on a class or purported representative basis or on behalf of the general public or other persons allegedly similarly situated. The arbitrator's authority is limited to Claims between Merchant, Give Corporation, and American Express. An arbitration award and any judgment confirming it will apply only to the specific case brought by Merchant, Give Corporation or American Express and cannot be used in any other case except to enforce the award as between Merchant, Give Corporation and American Express. This prohibition is intended to, and does, preclude Merchant from participating in any action by any trade association or other organization against American Express. Notwithstanding any other provision in this Arbitration Agreement, if any portion of these Limitations on Arbitration is found invalid or unenforceable, then the entire Arbitration Agreement (other than this sentence) will not apply, except that Merchant, Give Corporation, and American Express do not waive the right to appeal that decision.

3. Previously Filed Claims/No Waiver. Merchant, Give Corporation, or American Express may elect to arbitrate any Claim that has been filed in court at any time before trial has begun or final judgment has been entered on the Claim. Merchant, Give Corporation, or American Express may choose to delay enforcing or to not exercise rights under this Arbitration Agreement, including the right to elect to arbitrate a claim, without waiving the right to exercise or enforce those rights on any other occasion. For the avoidance of any confusion, and not to limit its scope, this section applies to any class-action lawsuit relating to the "Honor All Cards," "non-discrimination," or "no steering" provisions of the American Express Merchant Regulations, or any similar provisions of any prior American Express Card acceptance agreement, that was filed against American Express prior to the Effective Date of the Arbitration Agreement to the extent that such claims are not already subject to arbitration pursuant to a prior agreement between Merchant and American Express.

4. Arbitrator's Authority. The arbitrator will have the power and authority to award any relief that would have been available in court and that is authorized under this Arbitration Agreement. The arbitrator has no power or authority to alter the Agreement or any of its separate provisions, including this Arbitration Agreement.

5. Split Proceedings for Equitable Relief. Merchant, Give Corporation, or American Express may seek equitable relief in aid of arbitration prior to arbitration on the merits if necessary to preserve the status quo pending completion of the arbitration. This section shall be enforced by any court of competent jurisdiction, and the party seeking enforcement is entitled to seek an award of reasonable attorneys' fees and costs to be paid by the party against whom enforcement is ordered.

6. Small Claims. American Express will not elect arbitration for any Claim Merchant properly files in a small claims court so long as the Claim seeks individual relief only and is pending only in that court.

7. Governing Law/Arbitration Procedures/Entry of Judgment. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and is governed by the FAA. The arbitrator shall apply New York law and applicable statutes of limitations and honor claims of privilege recognized by law. The arbitrator shall apply the rules of the arbitration organization selected, as applicable to matters relating to evidence and discovery, not federal or any state rules of procedure or evidence, provided that any party may ask the arbitrator to expand discovery by making a written request, to which the other parties will have 15 days to respond before the arbitrator rules on the request. If Merchant's Claim is for $10,000 or less, Merchant may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing under the rules of the selected arbitration organization. At the timely request of a party, the arbitrator will provide a written opinion explaining his/her award. The arbitrator's decision will be final and binding, except for any rights of appeal provided by the FAA. Judgment on an award rendered by the arbitrator may be entered in any state or federal court in the federal judicial district where Merchant's headquarters or Merchant's assets are located.

8. Confidentiality. The arbitration proceeding and all information submitted, relating to or presented in connection with or during the proceeding, shall be deemed confidential information not to be disclosed to any person not a party to the arbitration. All communications, whether written or oral, made in the course of or in connection with the Claim and its resolution, by or on behalf of any party or by the arbitrator or a mediator, including any arbitration award or judgment related thereto, are confidential and inadmissible for any purpose, including impeachment or estoppel, in any other litigation or proceeding; provided, however, that evidence shall not be rendered inadmissible or non-discoverable solely as a result of its use in the arbitration.

9. Costs of Arbitration Proceedings. Merchant will be responsible for paying Merchant's share of any arbitration fees (including filing, administrative, hearing or other fees), but only up to the amount of the filing fees Merchant would have incurred if Merchant had brought a claim in court. American Express will be responsible for any additional arbitration fees. At Merchant's written request, American Express will consider in good faith making a temporary advance of Merchant's share of any arbitration fees, or paying for the reasonable fees of an expert appointed by the arbitrator for good cause.

10. Additional Arbitration Awards. If the arbitrator rules in Merchant's favor against American Express for an amount greater than any final settlement offer American Express made before arbitration, the arbitrator's award will include: (1) any money to which Merchant is entitled as determined by the arbitrator, but in no case less than $5,000; and (2) any reasonable attorneys' fees, costs and expert and other witness fees incurred by Merchant.

11. Definitions. For purposes of this Exhibit C, "Arbitration Agreement (as to Claims involving American Express) (U.S.)" only, (i) American Express includes its affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables, and all agents, directors, and representatives of any of the foregoing, (ii) Merchant includes Merchant's affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables and all agents, directors, and representatives of any of the foregoing, and (iii) Claim means any allegation of an entitlement to relief, whether damages, injunctive or any other form of relief, against American Express or against Give Corporation or any other entity that American Express has the right to join, including, a transaction using an American Express product or network or regarding an American Express policy or procedure.

Exhibit D: If Not Stated Above Merchant (Sub-Merchant) Agrees to the Following

Sub-merchant acknowledges and agrees it is responsible for its employees’ actions, and that Sub-merchant will comply with all applicable laws and regulations and all applicable parts of the Operating Regulations, including the ownership and use of Association Marks. In the event of any conflict between the Provider Merchant Agreement, and the Operating Regulations, the Operating Regulations will control.

Sub-merchant to notify payment facilitator of any 3rd party that will have access to cardholder data, and must require Sub-merchant and its suppliers and agents to comply with the provisions of the Cardholder Information Security Program (CISP) and PCI DSS, or other security program as required by an Association, and have the ability to demonstrate this compliance.

An authorized Association to audit or direct the audit of a Sub- merchant at any time, and the right of an Association to limit or terminate an agreement with a Sub-merchant.

Sub-merchant must not submit any transaction that was previously charged back to the Acquirer and subsequently returned to the Sub-merchant, irrespective of Cardholder approval. Sub-merchant may pursue payment from the customer outside the system.

Sub-merchant must not knowingly submit, and payment facilitator must not knowingly accept from a Sub- merchant for submission into the payment system, any transaction that is illegal or that the Sub-merchant should have known was illegal. Such transaction must be legal in both Cardholder’s and Sub-merchant’s jurisdiction.

Sub-merchant must not submit a transaction that it knows, or should have known is either fraudulent or not authorized by the Cardholder.

Sub-merchant must not require a Cardholder to complete a postcard or similar device that includes the Cardholder’s account number, Card expiration date, signature, or any other Card account data in plain view when mailed.

Sub-merchant may not request a Card Verification Value2(“CVV2”) for a card-present transaction, nor retain or store any portion of the magnetic-stripe data subsequent to the authorization of a sales transaction, nor any other data prohibited by the Operating Regulations and/or the Payment Facilitator Agreement between Processor and Provider, including CVV2.

Sub-merchant must not add a surcharge to transactions, except as expressly permitted by, and in full compliance with, the Operating Regulations.

Sub-merchant may set a minimum transaction amount to accept a Card that provides access to a credit account, under the following conditions:

  • The minimum transaction amount does not differentiate between Issuers; and
  • The minimum transaction amount does not differentiate between Mastercard and another acceptance brand; and
  • The minimum transaction amount does not exceed USD10 (or any higher amount established by the Federal Reserve by regulation)

Sub-merchant may set a maximum transaction amount to accept a Card that provides access to a credit account, under the following conditions:

  • The Merchant is a department, agency or instrumentality of the U.S. Government; or
  • The Merchant is a corporation owned or controlled by the U.S. Government; or
  • The Merchant whose primary business is reflected by one of the following MCCs:
  • MCC 8220 – Colleges, Universities, Professional Schools, Junior Colleges; or
  • MCC 8244 – Schools, Business and Secretarial; or
  • MCC 8249 – Schools, Trade and Vocational; and
  • The maximum transaction amount does not differentiate between Issuers; and
  • The maximum Transaction amount does not differentiate between Mastercard and another acceptance brand.

Sub-merchant must not disburse funds in the form of cash unless:

  • Sub-merchant is participating in full compliance with a program supported by an Association for such cash disbursements.
  • Sub-merchant is dispensing funds in the form of travelers cheques, TravelMoney, or similarly authorized cards, or foreign currency. In this case, the transaction amount is limited to the value of the travelers cheques, TravelMoney, or similarly authorized Card, or foreign currency, plus any commission or fee properly charged by Sub-merchant.

Sub-merchant must not disburse funds in the form of travelers cheques if the sole purpose is to allow the Cardholder to make a cash purchase of goods or services from that Sub-merchant.

Sub-merchant must not submit a transaction that does not result from an act between the Cardholder and the Sub-merchant.

Sub-merchant must not accept a Card issued by a U.S. Issuer, to collect or refinance an existing debt, unless expressly authorized by, and in compliance with, Operating Regulations.

  • A Sub-merchant must not accept a Card to collect or refinance an existing debit that has been deemed uncollectable by the Sub-merchant providing the associated goods or services.
  • Sub-merchant must not submit a transaction that represents collection of a previous Card charge.
  • Sub-merchant must not submit a transaction that represents collection of a dishonored check.

Sub-merchant must not request or use a Card account number for any purpose other than as payment for its goods or services.

Sub-merchant must not add any tax to transactions, unless applicable law expressly requires that a Sub- merchant be permitted to impose a tax. Any tax amount, if allowed, must be included in the transaction amount and not collected separately.

Contacting Give Corporation

If you have questions or concerns regarding this policy, you may email us at [email protected].

You can also write to us at:

Give Corporation
Privacy Policy
4343 N Scottsdale Road Suite #150
Scottsdale, AZ 85251

The Gist,

You can reach us through email or postal mail regarding the Privacy policy.