Terms of Service
This G1VE Terms of Service (this “Agreement“) is agreed to between G1VE, a Public Benefit Corporation (“G1VE“) and you, or, if you represent an entity or other organization, that entity or organization (in either case “You“). G1VE offers an online platform for making and receiving donations (the “Platform”), which may be accessed through the website located at www.G1VE.org, or any other website operated by G1VE (the “Site“). The Platform provides businesses and organizations seeking to make a donation (“Organizations”) with the ability to: access information, data, and other content (“Content”); identify charities (“Charities,” collectively with Organizations, each “Users” of the G1VE Platform); and transact with and make donations to Charities through the Platform (collectively, the “Services”).
PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE PLATFORM, CONTENT, OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, G1VE IS NOT WILLING TO PROVIDE YOU WITH THE ABILITY TO ACCESS OR USE THE PLATFORM, CONTENT, OR SERVICES AND YOU MUST NOT ACCESS OR USE THE PLATFORM, CONTENT, OR SERVICES. IF YOU ACCESS OR USE THE PLATFORM, CONTENT, OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT.
Unless You later enter into any other agreements with G1VE regarding the Platform, Content, or Services, this Agreement is the complete and exclusive agreement between You and G1VE regarding Your access to and use of the Platform, Content, and Services. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and G1VE relating to Your use of the Platform, Content, or Services as a User of the Platform.
- DEFINITIONS. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
- TERM. This Agreement is entered into as of the earlier of the date You access or use the Platform, Content, or Services (the “Effective Date“) and will continue until terminated as set forth herein.
- MODIFICATIONS. G1VE reserves the right, at any time, to modify the Platform, Content, or Services, with or without notice to You, by making those modifications available on the Platform. G1VE also reserves the right, at any time, to modify the terms of this Agreement. G1VE will inform You of the presence of any changes to this Agreement by posting those changes on the Platform or by providing You with notice through the Platform. Any modifications will be effective immediately upon posting on the Platform or delivery of such notice through the Platform. You may terminate this Agreement as set forth below if You object to any such modifications. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Platform, Content, or Services following such modification.
- ELIGIBILITY. The Platform, Content, and Services are intended for use by individuals 13 years of age and older. If You are a parent or guardian of a child under 13, then You may allow Your child to access the Platform, Content, or Services only under Your direct supervision. You will not allow Your child to access the Platform, Content, or Services other than under Your direct supervision and You will be solely responsible for all access to and use of the Platform, Content, or Services by Your child. If You are 13 or older but younger than 18, then You may access and use the Platform, Content, and Services only if Your parent or guardian accepts this Agreement on Your behalf. If You are a parent or guardian agreeing to this Agreement for the benefit of a child age 13 or older but under 18, then You agree You will be solely responsible for all access to and use of the Platform, Content, or Services.
- User Accounts. You are permitted to access certain Content and Services without establishing a user account on the Platform (a “User Account“), provided that You have agreed to this Agreement. However, access to certain Content and Services requires that You establish a User Account on the Platform. Approval of Your request to establish a User Account will be at the sole discretion of G1VE. Each User Account and the user identification and password for each User Account (the “User Account ID“) are personal in nature. Each User Account is for Your personal use and each User Account ID may be used only by You alone. You may not distribute or transfer Your User Account or User Account ID or provide a third party with the right to access Your User Account or User Account ID. You are solely responsible for all use of the Platform, Content, and Services through Your User Account. You will ensure the security and confidentiality of Your User Account ID and will notify G1VE immediately if Your User Account ID is lost, stolen, or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of Your User Account or under Your User Account ID (whether lawful or unlawful) and any transactions completed through Your User Account or under Your User Account ID will be deemed to have been lawfully completed by You.
- Account Registration. In connection with establishing a User Account, You will be asked to submit certain information about Yourself (“Registration Information“). You agree that: (a) all Registration Information You provide will be accurate, complete, and current; and (b) You will maintain and promptly update Your Registration Information to keep it accurate, complete, and current. You may not: (i) use or input Registration Information of another person with the intent to impersonate that person; and (ii) use or input Registration Information that G1VE, in its sole discretion, deems offensive. The Registration Information for Organizations may include important selections maintained in its User Account, such as selecting Charities the Organization wishes to support, and the percentage revenue the Organization wishes to pledge to such Charities (the “Pledge Percent”). The Registration Information for Organizations and Charities may also include payment methods and preferences.
- To the Platform. Subject to Your compliance with this Agreement, G1VE will permit You to access and use the Platform, Content, and Services solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement You agree to with G1VE before being given access to any specific aspects of the Platform. Any additional agreement is in addition to this Agreement and will govern Your use of the portions of the Platform to which the additional agreement applies in the event of a conflict between the terms of this Agreement and the additional agreement.
- To Other Users. The Platform may allow You to link, connect, or otherwise communicate with other Users through the Platform. By linking, connecting, or communicating with other Users, You are agreeing to allow those Users to communicate directly with You through the Platform. You agree that You are solely responsible for all communications between You and any other User through the Platform. Your extension or acceptance of a link, connection, or other communication with another User will serve as Your affirmative “opt in” to the disclosure of any of Your Content or other data or information (which may include Your personal information) that You provide to that other User.
- To Third Party Services. You understand that the Platform may require access to certain third party services (“Third Party Services”). In order to use the Platform that uses or collects data from the Third Party Services, You hereby authorize third party service providers, including Intuit (QuickBooks) and Stripe, to obtain Your Content from service providers and share it with G1VE for the Platform. Your Content may include Your financial or personal information with service providers. In addition, You agree that G1VE may provide Your Content to our service providers. You represent and warrant that You have the rights and authority to provide such authorizations to G1VE and G1VE’s service providers. In addition to the terms of this Agreement, Your access to and use of any Third Party Services is also subject to any other agreement You may agree to before being given access to the Third Party Services (each, a “Third Party Service Agreement“). The terms of any Third Party Service Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement, but will not apply to any other Services You may access through G1VE. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement. Among the various Third Party Services that G1VE utilizes, G1VE works with Intuit (QuickBooks) and Stripe to provide various Services to You. If You access or use the Third Party Services, Licensee is responsible for reviewing and understanding the Third Party Service Agreement governing such Third Party Services. You understand that G1VE has no control over the Third Party Services and that Your ability to access and use the Third Party Services may be suspended or terminated at any time, for any reason, at the service provider’s discretion.
- Charities. Not all Charities that an Organization may donate to through the Platform are charities to which You can make tax-deductible charitable contributions. Any donation you make to an Organization through the Platform may be processed by a service provider selected by G1VE (see Access To Third Party Services above) as described in this Agreement. You understand and acknowledge that G1VE is not a charity. If You represent a charity eligible for tax-free contributions and would like to register to be listed as a charitable organization on the Platform, please contact us at the email address listed on the Platform. As used in this Agreement, the term “Charities” does not refer to a specific charity, and You acknowledge that contributions to any Charities may not be deductible for U.S. federal income tax purposes as charitable contributions. Organizations understand and agree that G1VE does not verify whether any beneficiary Charities advertised as a non-profit actually has tax-exempt status by the U.S. Internal Revenue Service or any state agency. G1VE encourages You to double-check on the tax-exempt status of any Charity claiming to be a non-profit before donating to any Charity.
- Making Donations. In order to contribute to an Organization, a Donor will be required to provide G1VE payment card information (credit card or debit card), mobile services account, bank transfer mechanism or ACH, or other payment method along with its Registration Information. All Organizations represent and warrant to G1VE that such payment information is true and that You are authorized to use the payment instrument provided. You agree that all donation payments are final and cannot be refunded under any circumstances. G1VE does not warrant that donations will be used for any particular purpose and is not responsible for any misuse of the donations by the beneficiary Charities. By using the Platform, You understand and agree that G1VE shall not be responsible for any losses or damages incurred as a result of the donations that You choose to make through the Platform. In the event of a dispute between Users (including but not limited to fundraisers, donors, beneficiaries, and third parties), You agree that G1VE shall have no responsibility to You or to resolve any such dispute.
- Service Fee. G1VE does not charge any Charity or Organization any upfront fees for registering a User Account on the Platform. G1VE retains a portion of each donation contributed to a Charity, as explained in the Service Fee FAQ ([G1VE.org/service-fee/]) (“Service Fee”). Each Organization acknowledges that by making a donation to any Charity, such Organization is agreeing to pay the Service Fee as explained in the Service Fee FAQ, in addition to any other terms relating to such transaction under this Agreement.
- TERMINATION. This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement. Upon termination or expiration of this Agreement for any reason: (a) all rights and licenses granted to You under this Agreement will terminate; (b) You will immediately cease all use of and access to the Platform and all Content and Services (including, without limitation, all Content You obtained prior to termination or expiration); and (c) G1VE may, in its sole discretion, delete Your User Account and any of Your Content held by G1VE. Sections 1 (Definitions); 6 (Your Content); 8 (Donations); 11 (Platform Technology); 12 (Ownership); 13 (Representations and Warranties); 14 (Indemnity); 15 (Limitation on Liability); 16 (Data Use); 18 (Disputes); 19 (Governing Law and Venue); 20 (Notices); 21 (Linked Sites); and 22 (Additional Terms) will survive any expiration or termination of this Agreement.
- SUSPENSION. Without limiting G1VE’s right to terminate this Agreement, G1VE may also suspend Your access to Your User Account and the Platform or any Content or Services (including Your Content), with or without notice to You, upon any actual, threatened or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by G1VE, in its sole discretion, to be inappropriate or detrimental to the Platform, Services, G1VE or its service providers, or any other User or third party. For example, we may temporarily “suspend” a User if his or her monthly credit card charge is denied for a certain period of months in a row, or if his or her User Account seems inactive for 3 continuous months.
- PLATFORM TECHNOLOGY. The Platform, and the databases, software, hardware and other technology used by or on behalf of G1VE to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology“), constitute valuable trade secrets of G1VE and its service providers. You will not, and will not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in this Agreement; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter the Technology or any third party; (d) harvest, collect, gather, or assemble information or data regarding other Users, including e-mail addresses, without their consent; (e) alter, modify, reproduce, create derivative works of the Technology; (e) alter, obscure, or remove any copyright notices, proprietary markings, or confidential legends that are provided on or in connection with the Technology; (f) distribute, sell, resell, rent, time-share, lease, host, license, sublicense or transfer any of Your rights to access or use the Technology, or otherwise make the Technology available to any third party; (g) reverse engineer, decrypt, decompile, decode, disassemble, or otherwise attempt to derive the method of operation or source code of the Technology; (h) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (i) interfere with the operation or hosting of the Technology; or (j) introduce software or automated agents or scripts to the Technology so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, deep link, or mine Content from the Technology (except that G1VE grants the operators of public search engines revocable permission to use spiders to copy materials for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials). You must comply with applicable Laws in accessing or using the Technology, including with regard to any Content provided through the Technology.
- OWNERSHIP. G1VE retains all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (“IPR”), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Platform, Content, and Services under this Agreement. The G1VE name, logo, and all product and service names associated with the Platform, Content, and Services are trademarks of G1VE and its licensors, and third party providers, and You are granted no right or license to use them.
- REPRESENTATIONS AND WARRANTIES.
- Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.
- Compliance with Laws. You acknowledge that the Platform is a general purpose online service and is not specifically designed to facilitate compliance with any specific Law, including the PCI DSS. You acknowledge that You will access and use the Platform in compliance with all Laws applicable to You, Your Content and any other Content You may access through the Platform. G1VE is not responsible for notifying You of any such Law, enabling Your compliance with any such Law, or for Your failure to comply. You represent and warrant to G1VE that Your Content and Your use of and access to the Platform, including any Content or Services, will comply with all applicable Laws and will not cause G1VE itself or any service provider or other User to violate any applicable Laws.
- Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM, CONTENT, AND SERVICES, AND ANY THIRD PARTY SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” G1VE AND ITS SERVICE PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE PLATFORM, CONTENT, OR SERVICES, OR ANY THIRD PARTY SERVICES, AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA, INFORMATION, OR USER CONTENT THAT MAY BE PROVIDED THROUGH THE PLATFORM. G1VE AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, CONTENT, SERVICES, OR ANY THIRD PARTY SERVICES, AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY G1VE, ITS EMPLOYEES, OR SERVICE PROVIDERS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 13.
G1VE AND ITS SERVICE PROVIDERS MAKE NO WARRANTY THAT (a) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (b) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY CONTENT OR SERVICES PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS, OR (d) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. ANY CONTENT OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- INDEMNITY. You hereby agree to indemnify, defend, and hold harmless G1VE and its officers, directors, shareholders, affiliates, employees, agents, service providers, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties“) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (1) Your access to or use of the Platform, or any Content or Services; (2) Your Content or any access to or use thereof; (3) Your collection, use, and disclosure of any User Content, (4) Your violation of applicable Laws; and (5) Your breach of any representation, warranty, or other provision of this Agreement. G1VE will use reasonable efforts to provide You with notice of any such claim or allegation, and G1VE will have the right to participate in the defense of any such claim at its expense.
- LIMITATION ON LIABILITY. G1VE AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, CONTENT, OR SERVICES, EVEN IF G1VE OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS OR SERVICES. G1VE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL CONTENT AND SERVICES PROVIDED UNDER THIS AGREEMENT OR THROUGH THE PLATFORM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100. YOU AGREE THAT G1VE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, G1VE’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- CLAIMS OF INFRINGEMENT. G1VE respects Your copyrights and other intellectual property rights and those of other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Platform without Your authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:
G1VE, a Public Benefit Corporation
Attn: G1VE Copyright Agent
201 Milwaukee St., Suite 200
Denver, CO 80206
Please provide the following information to G1VE’s Copyright Agent: (1) the identity of the infringed work, and of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) 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; and (5) Your electronic or physical signature. G1VE will take whatever action, in its sole discretion, it deems appropriate, including the removing the allegedly infringing work from the Platform.
- DISPUTES. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute“), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA“) then in effect (the “Rules“). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period“) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by G1VE in the State of Colorado, U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
- GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A., as such laws apply to contracts between residents of Colorado without regard to conflict of laws provisions thereof. Subject to Section 18 (Disputes), each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in the State of Colorado, U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by G1VE.
- NOTICES. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to G1VE by postal mail to the address for G1VE listed on the Platform. G1VE may provide You with any notices required or allowed under this Agreement by sending You an email to any email address You provide to G1VE in connection with Your User Account, provided that in the case of any notice applicable both to You and other Users of the Platform, G1VE may instead provide such notice by posting on the Platform. Notices provided to G1VE will be deemed given when actually received by G1VE. Notice provided to You will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
- LINKED SITES. The Platform, Content, or Services may contain links to third-party sites or content that are not under the control of G1VE. If You access a third-party site or content from the Platform or Services, then You do so at Your own risk and G1VE is not responsible for any content on any linked site. You may establish a link to the Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by G1VE or any group or individual affiliated with G1VE. You may not use on Your site any Content or marks appearing on the Site or Platform in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Platform without prior written consent.
- ADDITIONAL TERMS. Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the Platform, Content, and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Platform, Content, and Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified in writing, signed by both parties. All waivers by G1VE under this Agreement must be in writing or later acknowledged by G1VE in writing. Any waiver or failure by G1VE to enforce any provision of this Agreement on one occasion will not be deemed a waiver by G1VE of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. You agree that each of G1VE’s service providers shall be considered a third party beneficiary of the above provisions, with all rights to enforce such provisions as if a service provider were a party to this Agreement. Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of G1VE. Any assignment in violation of the foregoing will be null and void. G1VE may assign this Agreement to any party that assumes G1VE’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to “including” will mean “including, without limitation.” Upon request from G1VE, You agree to provide G1VE with such documentation or records with respect to Your activities under this Agreement as may be reasonably requested for G1VE to verify Your compliance with the terms of this Agreement and all applicable Laws.