1. Legal Agreement. The description of the Givzy Service on Givzy’s Web site under Frequently Asked Questions (http://www.Givzy.com/faq.asp) is hereby incorporated by this reference and made a part of this Agreement. Any registration terms contained on Givzy’s Web site are also incorporated herein by this reference and made a part of this Agreement. Membership to the Givzy.com Web Site and use of the Givzy Service is subject to Participant’s continued compliance with the Participant Policies ("Participant Policies"), including the Privacy Policy and the Conduct Policy, all of which can be located at http://www.Givzy.com/conductpolicy.asp , or such other URL as Givzy may provide from time to time. Givzy reserves the right to refuse participation to any participant at any time in its sole discretion. By using the Givzy Service, Participant represents that Participant is at least 18 years of age, a USA resident and agrees that Givzy may serve Advertisements and provide related or embedded links (collectively, “Links”) within or otherwise in connection with the Participant Communications. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in writing executed by both parties, by Participant’s online acceptance of updated terms, or by Participant’s use or continued use of the Givzy Service (including without limitation sending or forwarding any emails with Links provided by Givzy and referencing these Terms of Use) after such terms have been updated by Givzy.

2. Obligations of Parties. Participant agrees not to modify any Advertisements or Links, except that Participant may delete any Advertisement or Link at any time from any Participant Communication. Participant acknowledges and agrees that (a) Participant sends and forwards emails to numerous persons without regard to Givzy or Givzy Service, (b) Givzy is solely a service to facilitate Participant in communicating with others regarding subject matters that Participant believes is relevant or would be otherwise welcomed by recipients of Participant Communications, (c) all content made available through Links, unless otherwise identified as Givzy content, is hosted by Third Party Hosting Entities and provided by Third Party Content Providers and not provided by Givzy, and (d) that Givzy, Advertisers, Third Party Hosting Entities and Third Party Content Providers may rely upon the foregoing acknowledgements and agreements. Notwithstanding that Advertisements and Links may display or connect persons to content provided by Advertisers, Third Party Hosting Entities, and Third Party Content Providers, Participant is solely responsible for its Participant Communications in their entirety, including all other content and materials, the sending of any Participant Communications to any person, and adherence to the terms of this Agreement and the Participant Policies. Participant will refrain from including any Advertisements or Links in any Participant Communications that fail to comply with the Participant Policies. Givzy reserves the right to investigate, at its own discretion, any activity that may violate this Agreement or any of the Participant Policies. Givzy is not responsible for anything related to any Participant Communication, including without limitation the transmission of a Participant Communication (e.g., email sending), transmission of any Advertisements, Links or data between Participant Communication and Givzy, or any content provided by Advertisers, Third Party Hosting Entities and Third Party Content Providers. In addition, Givzy shall not be obligated to provide notice to Participant in the event that any Advertisement or Link is not working or is not being displayed properly to end users or recipients of any Participant Communication. Participant’s email service must be compatible with any technical specifications necessary from time to time in order to enable proper delivery, display, tracking, and reporting of Advertisements and Links in connection with a Participant Communication.

3. No Fees. Participant is not entitled to any compensation for using the Givzy Service. Participant is not obligated to pay Givzy any fee in connection with Participant using the Givzy Service.

4. Donations. A designated portion of any revenues that Givzy collects from Participant’s use of the Givzy Service shall be contributed to various charitable organizations. Givzy retains the right to modify or change the portion contributed. Givzy shall publicly designate on the Givzy.com Web site the then current applicable portion being contributed for charitable purposes. Any changes to the portion shall be effective thirty (30) days from the date posted on the Givzy.com Web site. Givzy is not responsible for any errors or omissions in any information supplied to Participants by Givzy regarding amounts raised by Participant’s use of the Givzy Service. Participant agrees not to (directly or indirectly) take any action to generate a profit or other commercial purpose in connection with the Givzy Service.

5. Prohibited Activities. Participant shall not, and shall not authorize or encourage any third party to: (a) directly or indirectly generate clicks on any Advertisement or Link through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated tools and/or computer generated clicks; (b) edit, modify, filter or change the order of the information contained in any Advertisement or Link, or obscure or minimize any Advertisement or Link in any way, expect that Participant may remove or delete any Advertisement or Link; (c) adapt, copy, modify, or otherwise exploit Givzy.com content or proprietary rights, including without limitation any trademarks, Web page design, copy, and logos; (d) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Advertisement or Link ("Landing Page"); (e) redirect an end user away from any Landing Page; provide a version of the Landing Page that is different from the page an end user would access by going directly to the Landing Page; intersperse any content between the Advertisement or Link on the one hand and on the other hand the Landing Page; or otherwise provide anything other than a direct link from an Advertisement or Link to an Landing Page; (f) display any Advertisement or Link on any error page, in any email, or on any Web page that contains any pornographic, hate-related, violent, offensive, or illegal content; (g) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Advertisements or Links, or any part, copy, or derivative thereto; (h) use the Givzy System to forward, conceal, or otherwise distribute any software code that is intrusive, harmful, or disruptive, including but not limited to any spyware, malware, adware, worms, Trojan Horses, rootkits, backdoors, and keyloggers; (i) use the Givzy Service to harass, annoy, or harm another or another’s property in any way; (j) impersonate anyone or imply that you have the authority of Givzy to act on Givzy’s behalf; (k) upload any content to the Givzy Service, or attach or modify any content to any email created by the Givzy Service or containing any Advertisement or Link, that violates any law, including any uploading any content that would infringe on any copyright held by another, divulge any trade secret, or improperly use any trademark; (l) register for more than one user account, register for a user account on behalf of another or register for a user account using any false or misleading information; (m) use the Givzy Service in any manner that could damage, disable, overburden or impair the Givzy Service; (n) distribute, email, or otherwise reproduce any information or content in connection with the Givzy Service that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, sexually explicit, invasive of another’s privacy or hateful; (o) email, publish, distribute or otherwise transmit in connection with the Givzy Service any commercial solicitation or promotional materials, including junk mail, SPAM, or chain letters; (p) collect or store information about users of the Givzy Service, visitors and members of Givzy.com, or content posted by others on Givzy.com; (q) use the Givzy Service or send an email containing an Advertisement through an email address that is provided by an Advertiser or contains Advertiser’s trade name or affiliate thereof; (r) send any Participant Communication to a recipient that is inappropriate as determined in Givzy’s sole discretion; and (s) act in any way that violates this Agreement or any Participant Policies posted on the Givzy Web Site, as may be revised from time to time, or any other agreement between Participant and Givzy, or engage in any action or practice that reflects poorly on Givzy or otherwise disparages or devalues Givzy’s reputation or goodwill. Participant acknowledges that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that Givzy may pursue any and all applicable legal and equitable remedies against Participant, including an immediate suspension of Participant’s account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

6. Third Party Web Sites and Content. The Givzy Service provides and contains Links (which Llinks may be included in emails generated by the Givzy Service) to other Web sites, Third Party Hosting Entities and Third Party Content Providers (collectively, "Third Party Sites") as well as articles, writings, works, photographs, text, graphics, pictures, designs, music, sound, video, information, and other content, items and Publicly Displayed Content belonging to, originating from or provided by third parties, Third Party Hosting Entities and Third Party Content Providers (collectively the "Third Party Content"). Such Third Party Sites and Third Party Content are generally not reviewed, monitored, or checked for accuracy, appropriateness, or completeness by Givzy, and Givzy is not responsible for any Third Party Sites accessed through the Givzy Service, any Advertisement, Link or any Third Party Content posted on, available through the Givzy Service, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies contained in or provided by the Third Party Sites or in the Third Party Content. Inclusion of, serving of, linking to or embedding a Link to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Givzy. In addition, when Givzy places links and logos of third party sites, this does not imply endorsement of Givzy or the Givzy Service by these third party sites. Accessing any Third Party Sites or using or forwarding any Third Party Content is done at Participant’s own risk. Givzy is providing these links to you only as a convenience. For avoidance of doubt, Givzy Service solely provides Advertisements and Links and points to Third Party Content, and any content included in emails other than such Advertisements and Links are solely the responsibility of Participant. The views expressed on Givzy.com or in Third Party Content do not necessarily reflect the views of Givzy, and Givzy does not support or endorse advertising or user submitted content posted, submitted by or emailed by Participant or other person, as the case may be.

7. Content Posted by Participant. Participant is solely responsible for the articles, photos, Web site addresses, text, information, music, video, and other content that Participant uploads, publishes, displays, or posts on or through Givzy Service or any Participant Communications (the “Participant Content"). Participant shall not post, transmit or share any Participant Content that Participant does not have the legal authority to do so or otherwise violates Paragraph 5 above. While Givzy has no obligation to review the Participant Content, Givzy may delete, make unavailable or remove any Participant Content (to the extent directly possible by Givzy), in its sole discretion, without notice, and for any reason. Participant grants to Givzy a royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display the Participant Content.

8. Protecting Copyright and Other Intellectual Property; Digital Millennium Copyright Act (DMCA). Givzy respects the intellectual property rights of others and as a condition of use of the Givzy Service, Participant agrees not to use the Givzy Service to infringe the intellectual property rights of others in any way. The unauthorized posting, reproduction, copying, distribution, modification, public display, or public performance of copyrighted works constitutes infringement of the copyright of owners’ rights and is strictly prohibited.

(a) Designated Agent to Receive Notifications of Infringement Under the DMCA. If you believe that your own copyrighted work is accessible through the Givzy Service in violation of your copyright, you may provide Givzy with a written communication or notice pursuant to the Digital Millennium Copyright Act ("DMCA") 17 U.S.C. § 512(c)(3). Your notice should be sent to Craig Hochstadt, Givzy, Inc., and can be contacted as follows:

• By Mail: 415 Herondo Street, Ste. 210, Hermosa Beach, California 90254
• By Telephone: 877 GO-GIVZY
• By Email: copyright@givzy.com

(b) Notice of Infringement. Participant’s written notice to Givzy’s Designated Agent should include substantially the following:

• Signature of Copyright Owner or Agent - A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the Copyrighted Material - Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
• Identification of the Allegedly Infringing Material - Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the us to locate the material.
• Your Contact Information - Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
• Your Good Faith Belief of Infringement - A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• Accuracy and Authority - A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please note that you may be liable for damages, including court costs and attorneys fees, if you materially misrepresent that content on the Givzy.com Web site and/or content (if any) made available by the Givzy Service infringes upon the copyright of another.

9. Representations. Participant represents and warrants that (a) all of the information provided by Participant to Givzy is accurate and current; (b) Participant is the owner of or sole creator of each Participant Communication or that Participant is legally authorized to act on behalf of the owner of any such Participant Communication for the purposes of this Agreement and the Givzy Service; and (c) Participant has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations in Participant’s performance of any acts hereunder or in connection with any Participant Communication used in relation to the Givzy Service including without limitation compliance with the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws. Participant further represents and warrants that each Participant Communication and any material displayed therein: (i) are not pornographic, hate-related or otherwise violent in content, (ii) comply with all applicable laws, statutes, ordinances, and regulations; (iii) do not breach nor infringe on rights of intellectual property, publicity or privacy, or rights under consumer protection, product liability, tort, or contract.

10. Termination. Participant may stop using the Givzy Service, unsubscribe to any Givzy generated emails or stop displaying Advertisements or Links on any Participant Communication through the Givzy Service with or without cause at any time. Participant may follow the unsubscribe procedures indicated in any email provided by Givzy to stop receiving any Givzy generated emails. Participant may terminate this Agreement with or without cause at any time by sending written notice of Participant’s desire to cancel Participant’s participation in the Givzy Service to support@Givzy.com. This Agreement will be deemed terminated within fourteen (14) days of Givzy's receipt of Participant’s notice. Givzy may investigate any activity that may violate this Agreement. Givzy may at any time, in its sole discretion, terminate all or part of the Givzy Service, terminate this Agreement, or suspend or terminate the participation of any Participant Communication with respect to all or part of the Givzy Service for any reason. In addition, Givzy reserves the right to terminate without notice any account otherwise block email addresses that violates this Agreement. Upon termination of this Agreement for any reason, Sections 1, 3 through 7, and 9 through 18 shall survive termination.

11. Confidentiality. Participant agrees not to disclose Givzy Confidential Information without Givzy's prior written consent. "Givzy Confidential Information" includes without limitation: (a) all software, technology, programming, specifications and other materials relating to the Givzy Service; (b) click-through rates or other statistics relating to Participant Communications; and (c) any other information designated in writing by Givzy as "Confidential" or an equivalent designation. Givzy Confidential Information does not include information that has become publicly known through no breach by Participant or Givzy, or information that has been (i) independently developed without access to Givzy Confidential Information, as evidenced in writing; (ii) rightfully received by Participant from a third party; or (iii) required to be disclosed by law or by a governmental authority.
12. Ownership. Participant acknowledges that Givzy owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Givzy Service and all proprietary technology used to provide the same, and that Participant will not acquire any right, title, or interest in or to any such Intellectual Property Rights except as expressly set forth in this Agreement. Participant will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Givzy Services or any such Intellectual Property Rights. GIVZY, GIVZY.COM, GIVEMAIL, and other Givzy graphics, logos, designs, page headers, button icons, scripts and service names are trademarks or trade dress of Givzy in the U.S. and/or other countries. Givzy’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Givzy.

If you are interested in linking to Givzy’s Web site, please notify Givzy by sending an e-mail to support@givzy.com. Include your name, your organization name, contact information (such as a phone number and/or e-mail address) as well as the URL of your site and a list of any URLs from which you intend to link to Givzy's Web site.

"Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

13. Participant Information. Subject to the terms of the Givzy Privacy Policy (located at http://www.Givzy.com/privacypolicy.asp, Givzy may retain and use all information Participant provides or otherwise generates, including but not limited to Participant Communication demographics and contact information or email-related activities. Givzy may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims; and Givzy disclaims all responsibility, and will not be liable to Participant, for any disclosure of that information by any such third party. Givzy may share non-personally-identifiable information about Participant, including Participant Communication URLs, Participant Communication email providers, Participant Communication, Participant Communication-specific statistics and similar information collected by Givzy, with advertisers, business partners and other third parties.

14. Non-Exclusivity. Neither the Participant nor Givzy is obligated to exclusivity through this Agreement. Givzy may enter into similar agreements with any other Participants at any time.

15. Indemnification. Participant agrees to indemnify, defend and hold Givzy, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. advertisers, licensors, licensees, consultants and contractors) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any of the above referenced persons, arising out of, related to or which may arise from Participant’s (a) use or misuse of the Givzy Service and/or any Participant Communication; (b) Participant’s breach of any term of this Agreement (or Participant Policies); (c) and/or Participant’s emails or other activities relating to the Givzy Service, including any content uploaded, posted, published by Participant on Givzy’s Web site or made available by Participant through the Givzy Service. Givzy reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Participant, in which event Participant will cooperate with Givzy in asserting any available defense.

16. Disclaimer of Warranty. THE GIVZY SERVICE, ALL ADVERTISEMENTS AND LINKS AND OTHER SERVICES ARE MADE AVAILABLE TO PARTICIPANT “AS-IS”. GIVZY MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO USE OR THE RESULTS OF THE USE OF THIRD PARTY CONTENT OR THE CONTENT AVAILABLE ON GIVZY.COM, THROUGH THE GIVZY SERVICE, ADVERTISING, LINKS, EMAILS, AND OTHER SERVICES, OR THROUGH THIRD PARTY SITES. GIVZY EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. GIVZY SHALL NOT HAVE ANY LIABILITY RELATED TO THE DISPLAY OF ADVERTISEMENTS AND LINKS OR SENDING OF EMAILS IN CONNECTION WITH THE GIVZY SERVICE. GIVZY DOES NOT GUARANTEE THAT IT WILL HAVE A RELEVANT ADVERTISMENT OR LINK FOR ANY GIVEN WEB PAGE OR EMAIL RELATING TO A PARTICIPANT PROPERTY AND GIVZY DOES NOT WARRANT OR GUARANTEE THAT THE GIVZY SERVICE OR THE OPERATION THEREOF WILL BE UNINTERRUPTED, TIMELY, OR WILL MEET PARTICIPANT'S NEEDS. GIVZY IS NOT RESPONSIBLE FOR ANY EMAIL OR WEB SITES THAT CAN BE LINKED TO FROM THE ADVERTISEMENTS OR LINKS. GIVZY SHALL NOT BE RESPONSIBLE TO THE RESULTS OF ANY ACT OR OMISSION OF ANY ADVERTISER OR ANY OTHER GIVZY PROVIDER. FOR AVOIDANCE OF ANY DOUBT, GIVZY MAKES NO GUARANTEE REGARDING ANY ADVERTISEMENT, LINK, LEGALITY OF ANY EMAIL (OR CONTENT THEREOF), THE TIMING OF DELIVERY OF SUCH CLICKS, OR THE ACCURACY OF ANY REPORTING OF AMOUNTS PAID TO ANY CHARITY(IES) UNDER THIS AGREEMENT.

GIVZY DOES NOT WARRANT OR GUARANTEE (1) THAT ANY PORTION OF THE WEB SITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING DESTRUCTIVE PROPERTIES; OR (2) THAT ACCESS TO THE WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE.

Each party acknowledges that the other party has entered into this Agreement relying on the disclaimer of warranties stated herein and that those disclaimers are an essential basis of the bargain between the parties. Applicable law may not allow the exclusion of implied warranties, so some of the above exclusion may not apply to you.

17. Limitations of Liability. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR PARTICIPANT’S BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO GIVZY SERVICE, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) GIVZY'S AGGREGATE LIABILITY TO PARTICIPANT UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY GIVZY TO ANY CHARITY AS A RESULT OF PARTICIPANT’S PARTICIPATOIN IN THE GIVYZY SERVICE OR PROGRAM DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

18. Miscellaneous. The relationship between Givzy and Participant is not one of a legal partnership relationship, but is one of independent contractors. Neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. Participant may not resell, assign, or transfer any of Participant’s rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Givzy. Notwithstanding the foregoing, Givzy may assign this Agreement to any affiliate at any time without notice. This Agreement shall be governed by the laws of California. Any dispute or claim arising out of or in connection with this Agreement shall be exclusively adjudicated in Los Angeles County, California.

Effective August 15, 2008