Terms of Use - Give Freely

Last updated: September 1st, 2023.

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “YOUR”) AND GIVE FREELY, LLC, (“GIVE FREELY” OR “WE” OR “US” OR “OUR”). GIVE FREELY OWNS AND OPERATES THE WEBSITE LOCATED AT HTTPS://GIVEFREELY.COM, AS WELL THE APPLICATIONS, WIDGETS, BROWSER EXTENSIONS, AND OTHER SOFTWARE APPLICATIONS THAT MAY BE ACCESSED VIA THE WEBSITE OR VIA ANY OTHER MEANS (COLLECTIVELY, THE “PLATFORM”). BEFORE ACCESSING OR USING ANY PART OF THE PLATFORM, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF USE AGREEMENT (THE “TOU”). YOUR ACCESS TO AND USE OF THE PLATFORM (OR ANY ELEMENTS THEREOF) ARE SUBJECT TO THESE TERMS OF USE, AS WELL AS TO ALL APPLICABLE LAWS AND REGULATIONS, AND ALONG WITH ANY OTHER TERMS AND CONDITIONS AS MAY BE SET FORTH BY GIVE FREELY.

GIVE FREELY IS WILLING TO LICENSE AND ALLOW THE USE OF THESE PLATFORM ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE PLATFORM. YOUR ACCESS TO AND USE OF THIS PLATFORM CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS OF USE. THESE TERMS OF USE MAY BE MODIFIED BY GIVE FREELY FROM TIME TO TIME WITHOUT ADVANCE NOTICE BY POSTING HERE AND YOU WILL BE BOUND BY ANY SUCH MODIFIED TERMS OF USE IF YOU CONTINUE TO USE THIS PLATFORM AFTER SUCH CHANGES ARE POSTED. THE DATE THESE TERMS OF USE WERE LAST UPDATED IS STATED AT THE END OF THIS DOCUMENT. YOU ARE ENCOURAGED TO REVIEW THESE TERMS OF USE PERIODICALLY FOR UPDATES AND CHANGES.

TERMS AND CONDITIONS

Description of Give Freely and The Platform

Give Freely operates the Platform, which allow individuals who have downloaded Give Freely’s browser extension (“Users”) to generate donations to support their favorite cause while shopping online at participating e-commerce stores (“Participating Retailers”). Give Freely has partnered with Our Change Foundation (“OCF”), a 501(c)(3) tax-exempt public charity, to receive donations from Give Freely to be disbursed to the charity selected by the User (“Organization”). The donations are based on a specified portion of Give Freely’s affiliate commission from Users’ purchases of eligible products, and are equal to a specified percentage or dollar amount of the Purchase Price (as defined herein) of the eligible products (“Donation”). The “Purchase Price” of an eligible product is usually the current displayed sale price, and excludes shipping, handling, and gift-wrapping fees, taxes, and service charges. The exact Donation amount per purchase will vary depending on the applicable affiliate merchant associated with the item being purchased. The dollar amount or percentage of the Purchase Price that will be donated when a User makes an online purchase from a Participating Retailer using the Platform (“Offer”) will be displayed to Users through the browser extension. By way of example only, after adding a product to the shopping cart of a Participating Retailer’s online store, the browser extension may display a message that says “3% of the purchase price will be donated to support the 'ABC Charity’ if you buy this item,” with a call to action to press a button called Activate. Sometimes, the message might read “Up to 3% of the purchase price …”, when some products the store offers are commissionable, and others are not. Users must select an Organization from a list of over one million 501(c)(3) tax-exempt public charities included in the Platform to be the beneficiary of the Donation from their purchases through a grant from OCF. All purchases that trigger donations using the browser extension will continue to be designated for the selected Organization unless and until the User selects a different Organization to benefit from their purchases.

Access Rights, Registration, Analytics and Feedback

Right to Access. Subject to these Terms of Use and to any limitations set forth on the Platform, Give Freely grants you a nonexclusive, nontransferable, limited, revocable, non-licensable limited license and right to access and use the Platform for your personal, non-commercial use.

Registration. You can visit the Platform and access some of the content, features and functionality without being required to provide us with any personal information or to register. However, in order to gain access to certain features and functionality of the Platform, you will need to register and create an account (the “Account”). As part of the registration process, you will be asked to provide certain information about yourself, including name and email address, and you will need to create a user name and password. The username and password that you provide are your credentials ("Credentials"), and you will use these Credentials to log into your account. You may not have more than one active set of Credentials. You are prohibited from selling, trading, or otherwise transferring your Credentials to another party. You also agree to provide true, accurate, current and complete information about yourself as prompted during the registration process. You are responsible for maintaining the confidentiality of your Credentials. You agree to accept responsibility for all activities that occur under your account. You agree to notify us immediately – by emailing us at support@givefreely.com – of any unauthorized use of your account or any other breach of security. Additionally, Give Freely utilizes third-party sign-on services, such as those made available by Apple, Facebook and Google, to make it easier for you to sign-in or setup an account. Any use of such a third-party sign-on service is subject to the terms and conditions and privacy policies of such third parties, so we encourage you to read them prior to creating an account via such services.

Analytics. You acknowledge, understand and agree that Give Freely may collect Analytics related your use of the Platform. As used herein, “Analytics” means information, data, statistics, metadata, inferences, interrelationships, and/or associations generated by or from your use of the Platform. Give Freely may create, collect, use and disclose Analytics for any purpose, including, but not limited to, industry analysis, benchmarking, analytics, marketing, and other business purposes in support of the provision and improvement of the Services, and for any other purpose not prohibited by the Privacy Policy (as defined below).

Feedback

We welcome and encourage you to provide feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the Platform ("Feedback"). You may submit Feedback by e-mailing us, at support@givefreely.com. You acknowledge and agree that all Feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of Give Freely. Without limiting the foregoing, you acknowledge that your Feedback may be disseminated or used by Give Freely or its affiliates for any purpose whatsoever, including developing, improving and marketing products. You hereby irrevocably transfer and assign to Give Freely all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback.

Age Requirements

The Give Freely Platform are intended solely for users who are 16 years of age or older, and any registration by, use of or access to the Platform by anyone under 16 is unauthorized. If you are 16 or older but under the age of 18, you should review these TOU with your parent or guardian to make sure that your parent or guardian understands them, agrees to be bound by them and you should only use the Platform with their permission and under their supervision. If you are a parent or guardian of a child who is at least 16 years of age, but under the age of 18, and you give your child permission to use the Platform, you hereby agree to the terms set forth in these Terms if Use on behalf of both yourself and your child.

No Solicitation or Endorsement

The Platform provides users with the ability to designate nonprofit organizations to receive donations generated from their online purchases/transactions. When you create your Account you will have the ability to review and select from a large list of charitable organizations. In some cases, we may also display a charitable organizations logo or provide additional information about that charitable organization, apart from the aggregated list; you can change your selection at any time. Be advised that the listing or display of a charitable organization on the Platform does not constitute a solicitation of donations. Give Freely does not engage in any solicitation activities on behalf of, or endorse, any of the charitable organizations that may be included on or linked from the Platform, nor does it consult on the solicitation of contributions, on behalf of any individual, entity, or organization that may be included on or linked from the Platform. Give Freely does not endorse and has no affiliation with any of the charitable organizations accessed via the Platform, and we make no warranty or guarantee about the accuracy, completeness, or adequacy of the information that may be displayed. As a potential donor to these organizations, it is your sole responsibility to review and research the charitable organizations you request that your donation gets directed to.

Disbursements

OCF is a United States 501(c)(3) tax-exempt public charity that facilitates the grant disbursement process for Give Freely by receiving all donations from Give Freely based on Users’ purchases at Participating Retailers, and granting 100% of the donations to Organizations based on Users’ designations. All donations made by Give Freely to OCF in connection with the Platform are subject to OCF’s exclusive control and discretion. To receive disbursements from OCF, Organization(s) must be eligible to receive grants in accordance with OCF’s Grantmaking Policy, which includes the Organization being in good standing with the IRS as a 501(c)(3) tax-exempt organization, and being in good standing with applicable state regulatory agencies. Give Freely sends donations to OCF on a monthly basis. Within fifteen (15) days after the end of each month, OCF will disburse the funds received from Give Freely to all eligible User-designated Organizations during the previous month. If OCF determines that a User-designated Organization is not eligible to receive a grant, OCF shall inform Give Freely, and Give Freely shall select an alternate Organization, and OCF will send the donated funds to the alternate Organization no later than 30 days after the determination of eligibility. Should a User-designated Organization not be eligible, OCF will exercise best efforts to distribute the funds to an organization with purposes similar to the designated Organization’s purposes.

Intellectual property rights

Trademarks and Service Marks

Certain trademarks are the service marks and trademarks of Give Freely. All page headers, custom graphics, and button icons are service marks, trademarks, logos, and/or trade dress of Give Freely. All other trademarks, service marks, trade dress, product names, company names logos and graphics, whether registered or not, on the Platform are the property of their respective owners. In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or the logos from these Platform without the prior written authorization of Give Freely or their respective owners.

Except as otherwise expressly stated, all content appearing on the Platform – including all scripts, videos and similar materials, is the copyrighted work of either Give Freely or third-party partners and suppliers, and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all content is also the exclusive property of Give Freely, and is protected by U.S., and international copyright laws. Except as otherwise expressly stated herein or as expressly permitted, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or content obtained from the Platform, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of Give Freely, or any applicable third-party suppliers or authorized users. The use of content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by Give Freely. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. Give Freely does not warrant nor represent that your use of any content or materials displayed on the Platform will not infringe rights of third parties.

Give Freely License Grant

These TOU provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to access the Platform solely for your own personal use. Your use of the Platform and information made available through the Platform are conditioned on your continued compliance with the terms and conditions of these TOU. Accordingly, you expressly acknowledge and agree that Give Freely transfers no ownership or intellectual property interest or title in and to the Give Freely.

Reservation of Rights

Give Freely reserves the right, in its sole discretion and at any time, to modify, interrupt, limit, suspend or discontinue, temporarily or permanently, the Platform, in whole or in part, including, but not limited to, as we deem necessary for purposes of maintenance, upgrades and the like, or to maintain the Platform or to comply with applicable law. Give Freely shall not be liable to you or to any third party for any such modifications, suspensions or discontinuances of the Platform.

Additional Acknowledgments

You hereby agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Give Freely Platform and all Content. In addition, you also acknowledge and agree that use of the Internet and access to or transmissions or communications with the Give Freely Platform is solely at your own risk. While Give Freely has endeavored to create a secure and reliable Platform, you should understand that the confidentiality of any communication or material transmitted to/from the Give Freely Platform over the Internet or other form of global communication network cannot be guaranteed. Accordingly, Give Freely is not responsible for the security of any information transmitted to or from the Platform.

Prohibited Use/Activities

In addition to any other restrictions or conditions of use, you hereby acknowledge, and represent and warrant, that your use of the Platform, and any submissions or contributions, will not be, or alleged to be:

unlawful, unauthorized, fraudulent or malicious in purpose;
false, offensive, abusive, libelous, hateful, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, pornographic;
an invasion another's right of privacy or publicity;

In addition, you agree you will not:

license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform or Content in any way;
modify or make derivative works based upon the Platform or Content;
“frame” or “mirror” the Platform on any other server or wireless or Internet-based device;
reverse engineer or access the Platform in order to (a) design or build a competitive product or service, (b) design or build a product using similar ideas, features, functions or graphics of the Services or Application, or (c) copy any ideas, features, functions or graphics of the Services or Application;
launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services or Platform;
interfere with or disrupt the integrity or performance of the Platform or the data contained therein, or attempt to gain unauthorized access to the Platform or its related systems or networks.

Give Freely will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. You acknowledge that Give Freely has no obligation to monitor your access to or use of the Platform, but has the right to do so for the purpose of operating the Platform and providing the Services, to ensure your compliance with these TOU, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Third-Party Providers

You acknowledge and understand that Give Freely uses third-party service providers (“Third-Party Providers”) to provide various services to Give Freely and to you in connection with use of our Platform and related Services, including to provide you with the Offers and to collect and disburse your donations generated from your transactions. You agree that Give Freely is allowed to share information and other data about you with Third-Party Providers and others in connection with your use of the Platform, and as may be set forth in our Privacy Policy. You agree to comply with, and you acknowledge and agree that the terms of each such Third-Party Provider made available to you at or in connection with a transaction or otherwise, as well as all legal terms and privacy policies of such Third-Party Providers, shall be binding upon you, applicable.

Links to Other Websites

The Platform provides links to other independent third-party websites, including websites that sell products and services (the “Linked Sites”). Linked Sites are not under our control, and we are not responsible for and do not endorse the content of Linked Sites, including any products, services information or materials purchased through or otherwise contained on Linked Sites. You will need to make your own independent judgment regarding your interaction with Linked Sites. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Linked sites, other third-party websites, or websites linking to the Platform. You should review the applicable terms and policies, including those pertaining to privacy and data gathering practices, of all websites that you visit, and you should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Disclaimers

The Platform should not be construed to be making any product or services recommendation, including with respect to quality, safety, price, or usability. For the avoidance of doubt, Give Freely does not approve or endorse, is not responsible or liable for, and makes no representations as to an Offer, or any product or service that may be accessed via use of the Platform. The promotion of any Offer(s) shall not be interpreted to imply any association, sponsorship, endorsement, or affiliation with any third party. WHILE GIVE FREELY ENDEAVORS TO PROVIDE A RELIABLE AND FUNCTIONAL PLATFORM, ALL ELEMENTS OF THE PLATFORM, INCLUDING THE OFFERS AND INFORMATION ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE PLATFORM AND OFFERS, INCLUDING ANY PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES. GIVE FREELY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM AND ALL ELEMENTS THEREOF, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, SATISFACTORY QUALITY, QUIET ENJOYMENT AND ACCURACY, OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. GIVE FREELY ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE PLATFORM WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY OF THE LINKS THAT YOU ACCESS VIA THE PLATFORM WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL GIVE FREELY (AND ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, DEVELOPERS, NETWORKS, AND DISTRIBUTORS) BE LIABLE FOR (i) ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, BUSINESS OR PROFITS THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PLATFORM, REGISTER FOR AN EVENT, OR USE OF ANY OF THE SERVICES, OR (ii) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY Give Freely OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE PLATFORM, OR (iii) ANY DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR ANY OTHER ACTION. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. BY USING THE PLATFORM, YOU EXPRESSLY AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN; IF YOU DO NOT AGREE TO THIS ALLOCATION OF RISK, YOU MUST NOT USE THE PLATFORM.

Indemnity

You agree to defend, indemnify, and hold harmless Give Freely and affiliates and all of their respective employees, funders, parents, subsidiaries, joint ventures, affiliates, agents, developers, directors, officers and attorneys from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses) relating to or arising from i) any breach or alleged breach by you of this TOU, or ii) any act or omission related to your use of this Platform, or iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right.

Governing Law

This TOU has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the Commonwealth of Massachusetts, U.S.A. as applied to agreements entered into and completely performed in the Commonwealth of Massachusetts. You and Give Freely each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue to the federal and state courts located in Boston, Massachusetts.

YOU AND GIVE FREELY AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR GIVE FREELY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR Give Freely ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND Give Freely FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, Give Freely, AND ALL PARTIES TO ANY SUCH PROCEEDING.

Arbitration

At Give Freely’s sole discretion, any disputes or claims under this TOU or its breach may be submitted to and resolved exclusively by arbitration conducted in accordance with American Arbitration Association rules. One arbitrator appointed under such rules shall conduct arbitration. Any such arbitration shall be in Boston, Massachusetts, and the laws of Massachusetts shall be applied. Any decision in arbitration shall be final and binding upon the parties. Judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding the above, Give Freely may sue in any court for infringement of its proprietary or intellectual property rights. All claims you bring against Give Freely must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Any claim or cause of action arising out of or related to use of the Platform and/or any of the Content, or these TOU, must be filed within one (1) year after such claim or cause of action arose regardless of any status or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such claim or cause of action shall be barred. Any failure to act by Give Freely with respect to a breach by you or others does not waive Give Freely’s right to act with respect to subsequent or similar breaches.

Term and Termination

This TOU and your right to use the Give Freely Platform will take effect at the moment you access the Give Freely Platform, and is effective, binding and enforceable for as long as use the Platform. In addition, Give Freely reserves all of its legal rights to pursue any and all legal remedies if we believe you are using the Platform for fraudulent or unlawful activity or you are taking any actions or omissions that violate any term or condition of this TOU, or in order to protect its name and goodwill, its business, and/or other users. Give Freely may terminate your Account at any, for any reason, or no reason. All provisions of this TOU that by their nature our intended to survive termination will so survive and remain binding and effective – such provisions include, but are not limited to the miscellaneous section below, the provisions concerning Give Freely's proprietary rights, indemnity, disclaimers of warranty, limitation of liability, and governing law.

Changes to the Terms of Use

Give Freely reserves the right to change, alter, replace or otherwise modify these Terms of Use at any time. The date of last modification is stated at the end of these Terms of Use. It is your responsibility to check this page from time to time for updates, and you hereby acknowledge and agree that you will be bound by the then current posted Terms of Use.

Miscellaneous

This TOU constitutes the entire agreement between you and Give Freely and governs your use of the Platform, superseding any prior agreements between you and Give Freely. You will not assign the TOU or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Give Freely. Any purported assignment or delegation by you without the appropriate prior written consent of Give Freely will be null and void. We may assign these TOU or any rights hereunder without your consent. Failure by Give Freely to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver by Give Freely of that or any subsequent default or failure of performance. The Platform are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Give Freely to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Platform or any portion of the Platform, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the service or other features that the Platform provides. If any provision (or part thereof) contained in this TOU is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and Give Freely as result of this TOU or your utilization of the Give Freely Platform. Headings herein are for convenience only.