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Terms of Use

These Terms of Use (including an agreement to arbitrate disputes) are a binding legal contract between Charitybuzz, LLC ("Charitybuzz") and you. These Terms of Use apply to and govern your use of the Charitybuzz website located at www.charitybuzz.com (“Site”) and any of our related services, content or applications (the Site and these services, content and applications are together referred to herein as the “Services”). Please read these terms carefully and do not use this Site or the Services if you do not agree with these Terms of Use. The Services include auctions and the Custom Experiences Program (hereinafter defined) for a variety of Property (hereinafter defined) and Experiences (hereinafter defined). By using this Site and participating in these auctions and/or the Custom Experiences Program, YOU AGREE TO BE BOUND TO ANY PURCHASES YOU WIN AND YOU FURTHER AGREE TO BE BOUND BY THESE TERMS OF USE.

In connection with your use of the Services, please read the Charitybuzz Security and Privacy Policy at Privacy Policy in order to understand how we collect data from you when you access, visit or use the Services. The Privacy Policy is part of and is governed by these Terms of Use, and by agreeing to these Terms of Use, you agree to be bound by the terms of the Privacy Policy, and agree that we may use information collected from you in accordance with the Privacy Policy. The Services are available only to individuals who have the power to form legally binding contracts under applicable law, and for non-commercial purposes in compliance with these Terms of Use. Without limiting the foregoing, our Services are not available to minors under the age of 18, nor persons who are barred from receiving the Services under the laws of the United States or other applicable jurisdictions. You may not use the Services if you do not qualify, and your use of the Services is your representation that you do qualify.

We will notify you of any changes to these Terms of Use that would affect your substantive rights by posting the amended terms on the Site at least thirty (30) days before the effective date of the changes. If you do not agree to changes to these Terms of Use, you should stop using the Services and the Site, and you will not be bound by the new terms. Otherwise, the new terms will take effect after thirty (30) days. Use of the Site or Services after the effective date constitutes acceptance of the revised Terms of Use. Charitybuzz employees do not have the right to modify these Terms of Use orally or otherwise. If any employee of Charitybuzz offers to modify the terms of these Terms of Use except using the process described above, he or she is not acting as an agent for Charitybuzz or speaking on our behalf, and no attempt to so modify these Terms of Use shall be effective.

NOTICE REGARDING DISPUTE RESOLUTION: THESE TERMS OF USE CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS YOU AND CHARITYBUZZ HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING AN OBLIGATION TO ARBITRATE DISPUTES, WHICH WILL, SUBJECT TO LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST CHARITYBUZZ TO BINDING ARBITRATION, UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE TERMS HEREOF. UNLESS YOU OPT-OUT OF ARBITRATION: (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CHARITYBUZZ ON AN INDIVIDUAL BASIS, NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

1. Operation of Site.

As a condition of using certain features of the Services, you are required to register through the Site. Registration on the Site requires creation of a user account ("User Account") whereby you will provide your real name, phone number, email address, credit card details, and other requested information, and selection of a password and user I.D. (“User I.D.”) You may not select or use as a User I.D. a name: (a) of another person with the intent to impersonate that person; (b) subject to any rights of a person other than you without appropriate authorization; or (c) that is otherwise offensive, vulgar or obscene. We reserve the right to refuse registration of, or to cancel, a User Account in our sole discretion. You can also log into the Site and the Services through a third party social media service to which you belong, such as Facebook. By logging in through a social media service, you grant us permission to access and use the information that you post or store on the applicable social media service, in accordance with the privacy policy of that service and the privacy settings that are applicable to your account, and to store the user name and password you use to log-in to the applicable social media service. For more information on how we use the information we collect about you from these social media services, please review our Privacy Policy at https://www.charitybuzz.com/privacy-policy. For more details on how you can manage the information provided to us by social media services please review the privacy settings applicable to your account with the applicable social media service. The Site is available only to those who register and meet the terms of eligibility, who hold a current, valid credit card by a bank acceptable to Charitybuzz, whose User Account requests are accepted by Charitybuzz, and who have authorized Charitybuzz to process any and all charges on their credit card or bank account for any Lot (hereinafter defined). As part of the registration process, Charitybuzz will validate your credit card and/or bank information. Charitybuzz reserves the right to review, change, or block the "user name" of any person registering to participate in any auction on this Site, at any time and for any reason. Your password may be used to access and use the Site and the Services, electronically sign and bind you to your transactions and review your completed transactions. You are solely responsible for maintaining the security of your User Account and password. You may not disclose your password to any third party and you are solely responsible for any use of, or action taken under, your User Account and password. If your password is compromised, you must change your password and immediately notify Charitybuzz of any unauthorized use or other security breach. Charitybuzz reserves the right to continue any Auction involving a compromised User Account as if such compromised User Account had never bid on such Auction. Charitybuzz will not be liable for any loss or damage arising from your failure to comply with these Terms of Use. Once you register as a user (“User”) on the Site, the Site offers several ways for a User to bid on auctions for Properties or Experiences. The first way is by bidding through an online auction (the "Auction") on the Site for Property and/or an Experience that is offered by a charitable organization or third party donor for the benefit of a charitable organization (collectively, the "Seller"). The second way is by submitting a request to Charitybuzz for a specific Property and/or an Experience (the “Custom Experiences Program”). As used herein, an "Experience" may include, but is not limited to, a celebrity meet and greet, dinner with a celebrity or other such experience. As used herein, a "Property" is tangible property, including without limitation artwork, apparel, food, wine, and sports and music memorabilia. As used herein, the term "Lot" refers to either an Experience or a Property offered through an Auction.

We offer the Services as a technology platform to allow charitable organizations (each a "Charity") to conduct auctions. For more information on such promotional offers, see the Auctions Section below. You may choose to make a voluntary donation bid to a Charity for a Lot during an Auction. Payment, processing and transaction fees will be deducted from a winning bid. All donations are final and non-refundable. We are constantly evolving and improving the Services and may add or change features and offerings in the future. We may also modify, suspend or discontinue all or some of the Services at any time without notice or liability. Charitybuzz is a technology platform and does not solicit contributions on behalf of any charitable recipients. Unless otherwise in the Auction description, Lots have been donated to charities, obtained on consignment for the benefit of charities, or have been purchased by charities. Eligible Users are free to bid on an Auction or make a request under the Custom Experiences Program. In no event will Charitybuzz solicit Lots on behalf of a Seller. Charitybuzz is not a professional fundraiser and does not engage in commercial co-ventures with its customers. Use of the Services is intended for individuals who are at least eighteen (18) years of age, unless otherwise indicated. Additional restrictions may apply to any particular auction and will be disclosed on the specific rules for such auction. If you are not at least eighteen (18) years old, please do not access, visit or use the Site or Services.

2. Auctions.

The Services provide a platform for Sellers to offer Lots for Auction to Users, and for the User with the highest bid at the close of the Auction to purchase the Lot. Charitybuzz is responsible for the operation of the Services only and serves only as a technology platform to facilitate Auctions and the Custom Experiences Program. Experiences may not be assigned, sold, gifted or conveyed to another party without the prior written consent of Charitybuzz, and any attempt to so transfer an Experience shall be null and void, and will result in the forfeiture of the Experience and the Purchase Price.

The ending time for each Auction is stated on the bidding page for each such Lot. Bids will be accepted from the opening of the Auction until the ending time only. Charitybuzz reserves the right, in its sole discretion and without notice, to extend, terminate or modify the Auction in the event of technical difficulties alter the proper functioning of the Site or the Auction.

When an Auction goes live, Users are free to place bids under their User Account on the Lot until the Auction closes. As bids are placed, Charitybuzz reserves the right to authorize your credit card for any bid amount placed by your User Account. Each time you are outbid Charitybuzz will send you an email notification advising you of such. If a bid is placed during the final ten (10) minutes before an Auction is scheduled to close, the closing time will be extended by an additional ten (10) minutes from when the last bid was placed. As long as Charitybuzz Users keep bidding, the close time of the Auction will keep being extended in this manner.

By bidding on any Lot, you agree to purchase the Property and/or Experience at the amount you have bid together with costs associated therewith that are disclosed on the Auction page for such Lot. You agree that should you bid on a Lot and your bid is the winning bid, that you are bound to pay Charitybuzz the winning bid amount for the Lot. You further agree that all bids place under your User Account are deemed to be placed by the User or with the User's authorization and consent, and User is solely responsible for all activity under his or her User Account.

At the close of an Auction, Charitybuzz will review all bids for the Lot and if you are the highest bidder (the "Winning Bidder"), Charitybuzz will inform you by the email registered to your User Account. The highest bid is referred to herein as the "Hammer Price." By bidding in an Auction you acknowledge and agree that within two (2) business days following the close of an Auction, the Winning Bidder's credit card or bank account will be charged the Hammer Price, plus the following costs and fees (collectively, the “Costs”): sales tax, use tax, DST, VAT and any other applicable taxes, plus shipping costs, and insurance costs while in transit (collectively, the Hammer Price plus the Costs are the "Total Purchase Price"). The Winning Bidder is also responsible for any applicable customs and/or duties. All transactions on Charitybuzz are displayed and charged in U.S. dollars (USD), unless specifically stated otherwise.

Following collection in full of the Total Purchase Price, Charitybuzz shall retain an amount equal to all Costs plus a fee for providing the Services, and then shall remit the remaining proceeds to the Seller (if Seller is a nonprofit entity) or to a nonprofit organization designated by the Seller ("Charitable Recipient").

Some of the Lots offered on this Site may be subject to a minimum price at which the Lot will be sold (the "Reserve Price"). Charitybuzz is not obligated to sell the Lot unless the Reserve Price is met and an Auction may be withdrawn if there is no bid equal to or above the Reserve Price.

Some Lot may be subject to a live auction (a "Live Bid"). If the Lot will be part of a Live Bid after the bidding closes on the Site, the Lot will continue to be auctioned off at an event sponsored by the Seller. Charitybuzz will close the on-line bidding on the last business day before the event, and bid on behalf of the top Charitybuzz bidder during the Live Bid auction. If you are the top bidder on a Live Bid item, you hereby irrevocably grant Charitybuzz permission to bid on the Lot at the Live Bid on your behalf, up to the maximum bid you placed on the Site. If the bid placed on your behalf at the Live Bid is the winning bid during the Live Bid event, you understand and agree that Charitybuzz shall collect the Total Purchase Price directly from you immediately following the conclusion of the Live Bid auction.

Owners of Property and/or an Experience being sold on the Site are prohibited from bidding on or offering to buy their own Property and/or an Experience, and shall not instruct, authorize or permit any other person to bid for or purchase such Property and/or an Experience on their behalf or to otherwise take any action that may manipulate the sale process in any way, unless you agree to purchase the Property and/or Experience at the price you bid.

3. PURCHASE OF PROPERTY AND/OR AN EXPERIENCE.

You understand that each Lot will include a description of specific rules and restrictions governing the fulfillment of the Lot, including but not limited to rules related to appearance times, time constraints, event dates or locations, or other particulars related to the Lot. You further understand that the Lot may not be able to be fulfilled if you do not adhere to these rules. If a Lot is not fulfilled because the rules governing such Lot are not observed by you and/or your permitted attendees, you will forfeit the Lot as well as the Total Purchase Price for the Lot. Charitybuzz is not responsible for any cancellation, delay, diversions, or omission of any third party with respect to a Lot. Lost or stolen tickets, travel vouchers or certificates for the Experience will not be replaced once in your possession.

You understand that participation in Experiences may be subject to clearing personal and criminal background checks and security screenings, including but not limited to U.S. government's terrorist and celebrity watch lists (collectively "Clearances") prior to attendance at the Experience. By bidding on an Experience requiring Clearances, the Winning Bidder of such Experience agrees, for himself/herself and for any and all of his/her potential attendees (“Attendees”) at such Experience, to submit to all Clearances prior to the Experience as required, and you further agree to execute yourself, and to arrange for your Attendees (if applicable) to execute, all required authorizations, waivers and approvals for said Clearances to be conducted and reviewed. If any potential Attendee, including you, does not meet the standards of the Clearances, such person or persons will not be allowed to participate in the Experience. In the event one or more potential Attendees fails to meet the standards of the Clearances, if substitute Attendees are not identified and approved under the applicable Clearances, the Experience will be cancelled and you will forfeit the Total Purchase Price for such Experience.

Damaged Property. In the event Property shipped to you is damaged in transit, you must notify Charitybuzz within two (2) business days of your receipt of the Property. You must retain, photograph and document all packing materials and all contents of the package(s), including the Property, in order to make a claim for repair, replacement or refund. Charitybuzz will work with the Winning Bidder and/or the Property donor, if applicable, to pursue insurance claims, if appropriate, and/or obtain the repair or replacement of the Property. If repair or replacement are not available or possible given the nature of the Property, Charitybuzz will issue to the Winning Bidder a partial or full refund of the winning bid amount, applying all available insurance proceeds if appropriate.

Scheduling and Fulfillment of Experiences. Winning Bidder is responsible for scheduling the Experience they have won so that delivery of the Experience takes place prior to the expiration indicated on the Auction Lot description. Winning Bidders who do not complete their Experience within the allotted time period are deemed to have forfeited the Experience and are not eligible for refund of their Total Purchase Price. Occasionally, a Winning Bidder may face scheduling challenges for a given Experience for a variety of factors beyond their reasonable control. It is the Winning Bidder’s responsibility to document their attempts to schedule the Experience during the allotted time period for fulfillment of the Lot, and to notify Charitybuzz Customer Service no later than the midpoint of such fulfillment period that scheduling issues exist and to work with Charitybuzz Customer Service for assistance with scheduling. The Winning Bidder’s failure to diligently attempt to schedule an Experience in good faith will result in forfeiture of the Experience and will not be eligible for a refund. Winning Bidder acknowledges that all refunds must be requested and obtained through Charitybuzz and not through the Seller or Charitable Recipient. In the event that a Winning Bidder cannot in good faith schedule an Experience within the fulfillment period through no fault of the Winning Bidder, and no alternative Experience can be arranged for the Winning Bidder, then Charitybuzz will refund the Total Purchase Price to the Winning Bidder. In the event the Winning Bidder and Seller agree to extend the fulfillment period, or to otherwise alter the listed terms of the Experience, the Winning Bidder is deemed to have accepted full responsibility for scheduling the Experience and waives any claim for a refund of all or any portion of the Total Purchase Price.

In the event a Winning Bidder and/or his/her Attendees participate in an Experience and believes in good faith that the Experience did not substantially fulfill the Lot description for such Experience, the Winning Bidder will engage the Customer Service Department of Charitybuzz within ten (10) days of the conclusion of the Experience to address the purported Experience shortfall and document in detail the shortfall within fourteen (14) days of the Experience fulfillment date. The parties will work together in good faith to resolve the issue, with Charitybuzz working with the Organization and the Winning Bidder to arrange a suitable appeasement. If the parties cannot agree, Charitybuzz will not be obligated to provide additional compensation to the Organization or the Winning Bidder.

Charitybuzz reserves the right to delay delivery of a Property and/or documents and information related to an Experience to the Winning Bidder if Charitybuzz, in its sole discretion, believes the Winning Bidder may have violated these Terms of Use. Charitybuzz will conduct its investigation as expeditiously as possible and notify the Winning Bidder of the results thereof. Notwithstanding any other provision herein, if Charitybuzz determines in its sole discretion that there has been a material violation by Winning Bidder, Charitybuzz may refuse to return all or any portion of payments or charges made in connection with the purchase of a Lot or Lots.

4. LIMITATIONS OF GUARANTEES.

Charitybuzz is a technology platform for bidding on Lots and for fulfilling Custom Experiences Program Requests. Information pertaining to the descriptions, conditions, title, authenticity, Seller's ability and authority to sell a Property or Experience, and all other information related to the Lot, is provided by the Seller. Sellers may provide information to inform bidders as to the background and interests of principals participating in an Experience and is not part of any guarantee. While Charitybuzz will endeavor to use commercially reasonable efforts to confirm the authenticity of the Property and Experiences it receives and posts for auction via the Services, Charitybuzz makes no claims, representations or warranties with regard to the authenticity of any Property or Experiences sold on the Site. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In addition, to the extent permitted by applicable law, Charitybuzz (including our affiliates, officers, directors, shareholders, employees, contractors, licensors, licensees, agents, and representatives (collectively, “Covered Entities”)) is not liable, and you agree not to hold the Covered Entities responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from the items posted for sale on the Site. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

5. REFUSAL OF TRANSACTION.

Charitybuzz reserves the right, in its sole discretion, to withdraw any Lot before the end of an Auction, halt any sale during its progress (including a Custom Experiences Request), and/or remove, screen or edit any materials or content on the Site. Charitybuzz may refuse to process a transaction for any reason or refuse service to anyone at any time in its sole discretion. Neither Charitybuzz nor any of its affiliates will be liable to you, or a third party for any reason by Charitybuzz's withdrawal of any Lot prior to the end of the sale period. In the event of failure by you to complete a sale for any reason, including Charitybuzz's decision to refuse to process the transaction, Charitybuzz shall have the right to sell the Property and/or an Experience to another User. In the event of identical bids in an Auction, the earliest bid will be the Winning Bidder. In all cases, Charitybuzz's determination of a Winning Bidder will be final.

6. MISCELLANEOUS.

A. EMAIL CORRESPONDENCE.

Charitybuzz works diligently in order to be a “green company” and wants to communicate as much as possible with Services users via email as a matter of conservation. As such, any and all communications with you, including but not necessarily limited to, redemption letters, confirmation of winning bids, confirmation of the procurement of Lots, receipts, and other correspondence shall be delivered via email to the email address on the Charitybuzz User account. By using the Services, you agree to receive any and all correspondence from Charitybuzz via email. You further agree to review your email for communications from Charitybuzz requiring your attention, response, or otherwise. Failure to respond to requests made via email communication in a timely manner may result in a forfeited Lot and no refund will be issued.

B. PUBLICITY GRANT.

If you are the Winning Bidder, Charitybuzz may request permission for Charitybuzz, the Seller or Charitable Recipient, and their designees to use their name, address (city and state), photograph, voice and/or other likeness for advertising, trade and promotional purposes without further compensation, in all media now known or hereafter discovered, worldwide in perpetuity, without notice or review or approval, unless otherwise prohibited by law. If permission is granted, you will sign all waivers and releases requested by Charitybuzz to evidence such permission.

C. MONITORING.

Charitybuzz has the right, but not the obligation, to monitor any activity and content associated with the Services. However, Charitybuzz is under no obligation to do so and assumes no responsibility or liability arising from the content of any such transactions or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, illegality or inaccuracy contained in any information transmitted to any such locations on the Site. Charitybuzz may investigate any reported violations of the Site policies or complaints and take any action that it deems appropriate (which may include, but is not limited to, issuing warnings, suspending or terminating Services, denying access and/or removing any materials on the Site, including listings and bids). Charitybuzz may also investigate, in its sole discretion, the use of any credit card by a User and to take such action as Charitybuzz deems appropriate, including without limitation, contacting the individual using such card, canceling bids or an offer to purchase placed by such user, and/or deactivating a Charitybuzz User account. Charitybuzz will fully cooperate with any law enforcement authorities or court order requesting or directing Charitybuzz to disclose the identity of anyone posting any such information or materials. Charitybuzz may also disclose such information if it has a good faith belief that such disclosure is reasonably necessary to protect the rights, property, or personal safety of Charitybuzz, each Charitybuzz User, Sellers or the public.

D. COMPLIANCE WITH LAWS.

As a condition of your use of the Services you agree that you will use the Services solely for lawful purposes and in a lawful manner. You are responsible for being informed about and complying with all laws, statutes and regulations that apply to your use of the Services and any transactions conducted on or through the Services. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services. You agree that you are responsible for your own conduct while using the Services and for any consequences thereof. By way of example, and not as a limitation, you agree that when using the Services, you will not:

1. Restrict or inhibit any other user from using and enjoying the Services;
2. Impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;
3. Use the Services for any illegal or unauthorized purpose;
4. Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
5. Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
6. Use any device to retrieve any portion of the Services or collect information about users for any unauthorized purpose;
7. Create user accounts by automated means or under false or fraudulent pretenses; or
8. Obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

You agree that Charitybuzz shall decide, in its sole discretion, if your conduct violates any aspect of these terms and may take whatever action it deems appropriate to address such violation including without limitation notification of appropriate authorities and removal of your access to the Services and/or your ability to participate in any Auction or Custom Experiences Program.

E. APPLICABLE LAW.

This Agreement shall be governed by and construed in accordance with the laws of the state of New York without regard to conflicts of law principles of such state. BY ACCESSING OR USING THE SITE AND/OR SERVICES, YOU SHALL BE DEEMED TO HAVE CONSENTED TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS OF, AND THE FEDERAL COURTS SITTING IN, MANHATTAN COUNTY IN THE STATE OF NEW YORK WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, ANY TRANSACTIONS CONDUCTED WITH CHARITYBUZZ AND THIS AGREEMENT, AND TO HAVE AGREED THAT PROPER VENUE SHALL LIE IN THE AFOREMENTIONED COURTS, AND YOU AGREE NOT TO COMMENCE OR PROSECUTE ANY SUCH CLAIMS, ACTIONS, OR PROCEEDINGS OTHER THAN IN THE AFOREMENTIONED COURTS. You agree and acknowledge that your use of the Services shall be deemed to have occurred and taken place solely in the State of New York. English shall be the language of this Site, and all transactions occurring in connection with this Site, and all users waive any right to use and rely upon any other language or translations. Translations of these Terms of Use may be presented in languages other than English for the convenience of users. However, you specifically agree that the English language version of these Terms of Use shall control in the event of any inconsistency between that version and any translation presented in languages other than English.

F. INFRINGEMENT CLAIMS AND NOTIFICATION PROCEDURE.

If you believe that an item posted for sale on the Site violates a trademark, copyright or other intellectual property right held by you, please notify us immediately regarding the posting in question and the basis for your claim so we can properly investigate your claim. Charitybuzz will respond to proper notifications of claimed copyright infringement with respect to material posted by users, and will take appropriate action including removing and disabling access to the allegedly infringing material. We also will, in appropriate circumstances, terminate the accounts of registered users whom we find to be repeat infringers. We also may, in our discretion, suspend and/or terminate the account of any registered user who infringes another's intellectual property right, whether or not there is repeat infringement. If you believe your copyright has been infringed, you should submit notice to: Attn: Chief Financial Officer, Charitybuzz, LLC, 437 Fifth Avenue, 11th Floor, New York, NY 10016, or email to support@charitybuzz.com with "CFO/Copyright Agent Notice" in the subject line. Any such notice should include the following:

1. Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. 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.
3. 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 service provider to locate the material.
4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted.
5. A statement that the complaining party has 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.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

G. COUNTER NOTICE.

If a notice of copyright infringement has been filed against material posted by you, you may make a counter-notification with our Designated Agent listed above, provided that such counter-notification must be in writing and contain the following requisite information:

1. Your physical or electronic signature.
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
3. A statement by you under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.
4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which you are located (or in the State of New York, U.S.A., if you reside outside of the U.S.A.), and that you will accept service of process from the person who filed the notice of copyright infringement or an agent of such person.

If we receive a valid counter-notification, we may reinstate the removed or disabled material in accordance with the Digital Millennium Copyright Act.

Unless the copyright owner files an action seeking a court order against the content provider or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at Charitybuzz's sole discretion.

We are also concerned with other types of infringement and abuse. To report a problem other than copyright or trademark infringement, please email support@charitybuzz.com. We may, in our sole discretion, limit, suspend, or terminate the Services and user accounts, prohibit access to the Services, delay or remove content, and take technical and legal steps to keep Users from using the Services, if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies (for example, and without limitation, circumventing temporary or permanent suspensions or harassing our employees or other users).

H. THIRD PARTY LINKS.

The Site and the Services may contain links to third party websites, advertisers, or services that are not owned or controlled by Charitybuzz. Charitybuzz has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. If you access a third-party from the Site or Services, you do so at your own risk, and you understand that these Terms of Use and Charitybuzz’s Privacy Policy do not apply to your use of these third-party websites or services. We encourage you to read the terms, conditions and privacy policies of any third-party website or service that you visit. In addition, if you elect to purchase goods or services from third-party companies that place advertising on the Site, your dealings with those companies, including payment and delivery of goods or services, and any other terms (such as warranties) applicable to those goods or services are solely between you and the companies offering the applicable goods and services. You agree that Charitybuzz shall not be responsible for any loss or damage of any sorts relating to your dealings with third-party companies that place advertising on the Site.

Charitybuzz may provide links to other websites that may be of interest to you and are provided as merely a convenience. Charitybuzz does not control, nor has it reviewed these other websites, has no responsibility for the content, accuracy or reliability of such other websites and shall not be liable for any damages or injury arising from the content from these other websites. You understand that, except for information, products or services clearly identified as being supplied by Charitybuzz, we do not operate, control or endorse any information, products or services on the Internet in any way. Charitybuzz does not endorse or make any representations about these other websites, or any information or other products or materials found on these other websites, or any results that may be obtained from using these other websites. If you decide to access any of these other websites linked to this Site, you do so entirely at your own risk.

I. INDEMNITY.

You agree to indemnify, defend and hold harmless Charitybuzz, Seller, and their respective Covered Entities from and against any and all liability, claims, costs, damages, settlements, and expenses (including interest, penalties, attorney fees and expert witness fees)(collectively, “Liabilities”) incurred by any Covered Entity in any way arising out of or relating to your breach of these Terms of Use. Charitybuzz reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and if Charitybuzz assumes defense and control, you agree to cooperate with our defense of applicable claims. You agree not to settle any matter related to the Services or the Site, including indemnified claims, without our prior written consent. We will use reasonable efforts to inform you of any indemnified matter.

J. DISCLAIMER OF WARRANTIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COVERED ENTITIES MAKE NO WARRANTY OF ANY KIND ABOUT THE SERVICES OR THE SITE, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, SITE AVAILABILITY AND ACCURACY, IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF CHARITYBUZZ TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CHARITYBUZZ DISCLAIMS ANY AND ALL SUCH WARRANTIES. THE COVERED ENTITIES HAVE NOT MADE ANY REPRESENTATION AS TO THE POTENTIAL BENEFITS YOU MAY REALIZEZ BY USING THE SERVICES. THE SERVICES ARE PROVIDED AS IS, WITH ALL FAULTS, AND AS AVAILABLE. CHARITYBUZZ MAKES NO REPRESENTATION OR WARRANTIES, AND DISCLAIMS ANY LIABILITY FOR THE TAX TREATMENT OF TRANSACTIONS CONDUCTED ON THE SITE. IT IS YOUR RESPONSIBILITY TO DETERMINE WHAT AMOUNT, IF ANY, OF TOTAL PURCHASE PRICE IS TAX DEDUCTIBLE, AND AS WITH ALL TAX-RELATED MATTERS, YOU SHOULD CONSULT YOUR OWN TAX ADVISOR.

K. WAIVER OF CLAIMS.

IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS, YOU HEREBY RELEASE THE COVERED ENTITIES FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES AND LIABILITIES OF EVERY KIND OR NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO THESE DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." IF YOU LIVE IN A JURISDICTION THAT DOES NOT ALLOW DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, THE FOREGOING DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU MUST BRING ANY CLAIM YOU HAVE AGAINST CHARITYBUZZ RELATING TO THESE TERMS OF USE OR THE SERVICES WITHIN TWO YEARS FROM THE DATE OF ACCRUAL OF THE APPLICABLE CLAIM.

L. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COVERED ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, REVENUES OR DATA), ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE SITE, THE SERVICES, THE INABILITY TO USE THE SITE OR SERVICES RESULTING FROM ANY PROPERTY AND/OR AN EXPERIENCE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO ON OR THROUGH THE SITE. COVERED ENTITIES SHALL HAVE NO LIABILITY FOR ERRORS APPEARING ON DISPLAY OR WEBSITE; CHARITYBUZZ'S COMPUTER LOGS SHALL CONSTITUTE THE OFFICIAL RECORD OF ALL TRANSACTIONS, AND ALL DECISIONS BASED ON SUCH LOGS SHALL BE FINAL. NOTWITHSTANDING THE FOREGOING, CHARITYBUZZ'S LIABILITY IN CONNECTION WITH YOUR USE OF THE SITE AND SERVICES SHALL NOT EXCEED THE SERVICE FEE PROVIDED TO CHARITYBUZZ.

M. LEGAL DISPUTES AND ARBITRATION AGREEMENT.

i. Initial Dispute Resolution. We are available by email at support@charitybuzz.com to address any concerns you may have regarding your use of the Services. Most concerns may be quickly resolved in this manner. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
ii. Binding Arbitration Agreement. IF THE PARTIES DO NOT REACH AN AGREED UPON SOLUTION WITHIN A PERIOD OF THIRTY (30) DAYS FROM THE TIME INFORMAL DISPUTE RESOLUTION IS PURSUED PURSUANT TO THE PRIVISIONS ABOVE, THEN EITHER PARTY MAY INITIATE BINDING ARBITRATION. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ITS FORMATION, PERFORMANCE AND BREACH), THE PARTIES' RELATIONSHIP WITH EACH OTHER AND/OR YOUR USE OF THE SERVICES SHALL BE FINALLY SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) ON A NON-CONFIDENTIAL BASIS IN ACCORDANCE WITH THE PROVISIONS OF ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES OF THE AAA, EXCLUDING ANY RULES OR PROCEDURES GOVERNING OR PERMITTING CLASS ACTIONS. THE ARBITRATOR, AND NOT ANY FEDERAL, STATE OR LOCAL COURT OR AGENCY, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ALL DISPUTES ARISING OUT OF OR RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY OR FORMATION OF THESE TERMS OF USE, INCLUDING, BUT NOT LIMITED TO ANY CLAIM THAT ALL OR ANY PART OF THESE TERMS OF USE IS VOID OR VOIDABLE. THE ARBITRATOR SHALL BE EMPOWERED TO GRANT WHATEVER RELIEF WOULD BE AVAILABLE IN A COURT UNDER LAW OR IN EQUITY. THE ARBITRATOR’S AWARD SHALL BE BINDING ON THE PARTIES AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THE PROCEDURES AND RULES OF THE FEDERAL ARBITRATION ACT SHALL EXCLUSIVELY GOVERN THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION AND THE PARTIES HEREBY REJECT, WAIVE AND DISCLAIM THE APPLICATION OF ANY STATE ARBITRATION ACT. THE AAA'S RULES GOVERNING THE ARBITRATION MAY BE ACCESSED AT WWW.ADR.ORG OR BY CALLING THE AAA AT 1.800.778.7879. TO THE EXTENT THE FILING FEE FOR THE ARBITRATION EXCEEDS THE COST OF FILING A LAWSUIT, CHARITYBUZZ WILL PAY THE ADDITIONAL COST. A REQUEST FOR PAYMENT OF FEES SHOULD BE SUBMITTED TO JAMS ALONG WITH YOUR FORM FOR INITIATING THE ARBITRATION, AND CHARITYBUZZ WILL MAKE ARRANGEMENTS TO PAY THEIR PORTION OF ALL NECESSARY FEES DIRECTLY TO JAMS. THE ARBITRATION RULES ALSO PERMIT YOU TO RECOVER ATTORNEY'S FEES IN CERTAIN CASES. THE PARTIES UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. THEY FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.
iii. Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
iv. Exception - Small Claims Court Claims. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction. v. 30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following address: Charitybuzz, LLC, 437 Fifth Avenue, 11th Floor, New York, NY 10016 or by fax to (212) 936-3358. The notice must be sent within thirty (30) days of registering to use the Services, otherwise you shall be bound to arbitrate disputes in accordance with these terms. If you opt-out of these arbitration provisions, Charitybuzz also will not be bound by them.
vi. Exclusive Venue for Litigation. Solely to the extent the arbitration provisions set forth herein do not apply, or for purposes of either party enforcing an award granted to it pursuant to arbitration, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Manhattan County, New York (except for small claims court actions which may be brought in the county where you reside). The parties expressly consent to exclusive jurisdiction in New York for any litigation, other than small claims court actions, and hereby waive, for all purposes, their right to challenge the lack of personal jurisdiction of New York over any litigation arising in connection with, out of, or as a result of (a) these Terms of Use or the Services, and (b) any acts or omissions of any of the Covered Entities in connection with these Terms of Use or the Services.
vii. Applicable Law. THESE TERMS OF USE CONSTITUTE A CONTRACT MADE SOLELY OVER THE INTERNET AND YOU AGREE THAT THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS, WILL GOVERN THESE TERMS OF USE AND ANY CLAIM OR DISPUTE THAT HAS ARISEN OR MAY ARISE BETWEEN YOU AND CHARITYBUZZ.
viii. Information that third Parties Automatically Collect. We also use third party analytics such as Google Analytics to gather and analyze anonymous user information. Google Analytics is a web analytics service provided by Google, Inc. ("Google"), to collect information about your use of the Services. Google may use cookies to collect information about your purchase history, the content you view, what websites you visit immediately prior to and after visiting the Site, and your system information and geographic information. The information generated by the Google cookies about your use of the Services will be transmitted to and stored by Google. The information collected by Google allows us to analyze your use of the Services.
ix. The Services may also include third-party advertising, links to other websites, and other content from third-party businesses. These third-party sites, businesses, and advertisers, or advertising companies working on their behalf, may use web beacons and cookies to measure the effectiveness of their ads, personalize or optimize advertising content and to track users who click on the links made available through the Services. These third parties may collect information about you and/or your computer network over time and across different websites to provide targeted or personalized advertising (also referred to sometimes as online behavioral advertising or interest-based advertising). We do not have access to or control over web beacons or cookies that these third parties may use. We are not responsible for the privacy practices or the content of these third-party websites. You are encouraged to review the privacy policies of the different websites you visit.
x. Some third-party advertising companies may provide a mechanism to opt-out of their information gathering technologies. We only engage third-party advertising companies that have represented to us that they comply with the protocols of the Networking Advertising Initiative (NAI) or Digital Advertising Alliance (DAA), which give consumers choices about how their personal information is tracked and used. For more information about the opt-out process, you may visit the Network Advertising Initiative website, available at www.networkadvertising.org/managing/opt_out.asp, and the DAA by visiting www.aboutads.info (DAA homepage).

N. PROHIBITED ACTIVITIES.

You may only use the Services personally and for non-commercial purposes in compliance with these Terms of Use. In connection with your accessing or use the Services, you may not:

1. Either directly or through the use of any device, software, Internet site, web-based service, or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on any content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Services, including geo-filtering mechanisms.
2. Either directly or through the use of any device, software, Internet site, web-based service, or other means copy, download, stream capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, transmit or retransmit any content.
3. Incorporate any content, or stream or retransmit any content, any hardware or software application or make them available via frames or in-line links.
4. Create, recreate, distribute or advertise an index of any significant portion of any content.
5. Use any content for any business purpose, whether or not for profit.
6. Create derivative works or materials that otherwise are derived from or based on in any way on any content, including montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards, and merchandise, unless it is expressly permitted by Charitybuzz in writing. This prohibition applies even if you intend to give away the derivative materials free of charge. All content within the Services is covered by the foregoing restrictions include without limitation any text, graphics, layout, interface, logos, photographs, audio and video materials, and stills.
7. Use technology or other means to access, index, frame or link to the Services (including by removing, disabling, bypassing, or circumventing any content protection or access control mechanisms intended to prevent the unauthorized download, stream capture, linking, framing, reproduction, access to, or distribution of the Services) unless expressly authorized to do so by Charitybuzz;
8. Open a new User Account without our written permission if we have terminated your User Account or told you not to access the Services;
9. Transfer your User Account to someone else;
10. Use a User Account for the purpose of making a competitive assessment of our Services or incorporating any information or other content from the Services into any service you offer to third parties;
11. Do anything that looks like bad online citizenship, such as spam our users, distribute spyware or viruses, collect personal information without disclosing and abiding by your privacy policy, or attempt to reverse engineer or hack into our systems;
12. Access or scrape the Site or the Services by any automated means unless you are a search engine crawling the Site for the sole purpose of creating a publicly accessible search index; bog down the Site or a Service by uploading or downloading an unreasonably large amount of material at one time; or bypass any technical protections, storage limits or throttling that we institute; or
13. Reverse engineer, decompile, disassemble, create derivative works of, remove the copyright designation from, copy, sublicense or distribute any content, application or software code associated with the Services.

O. NOTICE OF INTELLECTUAL PROPERTY RIGHTS.

The trademarks, service marks, trade names, and trade dress on and copyrights to the content of this Site are the property of Charitybuzz or its content suppliers and protected by United States and international laws. Nothing in the Site grants to you any license or right to use any trademark, service mark, trade name or logo, copyright, trade dress, or other content displayed on this Site. The content and software on the Site may be used only as a shopping resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance of the content on the Site is strictly prohibited. Your use or misuse of any intellectual property displayed on or used in connection with the Site, or any other content on the Site, is strictly prohibited. This restriction includes copying, reproducing, or modifying any content of the Site for any purpose other than your own personal use.

P. TERMINATION.

You may terminate this Agreement at any time by discontinuing your use of the Site. You do not need to inform Charitybuzz when you stop using the Site. Charitybuzz may, at any time and for any reason, limit your use of this Site at its sole discretion. Charitybuzz, in its sole discretion, may terminate your right to participate in an Auction or the Custom Experiences Program or to terminate your access to the Site without notice for any reason.

Q. NOTICES.

To be effective, notices to Charitybuzz relating to this Agreement, the Site, the Services or any transaction conducted on or through the Site or the Services must be given in writing and must be sent to Charitybuzz by registered letter, receipted commercial courier, or electronically receipted facsimile transmission (acknowledged in like manner by the intended recipient) at the following addresses: Charitybuzz, 437 Fifth Avenue 11th Floor, New York, NY 10016. Charitybuzz may change its address for notices by posting the new address on the Site.

R. SEVERABILITY; NON-WAIVER.

If any provision of these Terms of Use shall be deemed unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, you and Charitybuzz nevertheless agree that the court should endeavor to give effect to your and Charitybuzz' intentions as reflected in the provision, and the other provisions of these terms remain in full force and effect.

S. INVALIDITY.

If any term, provision, covenant or condition of these Terms of Use is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of these Terms of Use will remain in full force and effect and will in no way be affected, impaired or invalidated.

T. ENTIRE AGREEMENT.

Except as specifically provided herein, this document constitutes the entire agreement between you and Charitybuzz relating to the subject matter described herein. The provisions of these Terms of Use may be amended, revised or modified by Charitybuzz at any time. These terms do not modify, revise, or amend the terms of any other agreements you may have with Charitybuzz.

Last updated: November 8, 2017

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