Terms & Conditions (For-Profit Ventures)
This is Givkwik, Inc.’s onboarding agreement for For-Profit Ventures (“Agreement”). It is the agreement used with for-profit entities engaged in social-good activities that desire to create and maintain profiles on our Site. This is not for use by non-profit organizations; non-profit organizations will onboard under our Terms & Conditions (For Nonprofits) which can be linked to at the footer of this Site. Capitalized words and phrases used in this Agreement, but not otherwise defined herein, have the definitions given to them in the Documentation (as that word is defined in Section 1 below). Your understanding of, entry into, and continuing compliance with, this Agreement are conditions to our consent to you creating and maintaining a profile on our Site and otherwise using our Site and Services. In this Agreement, Givkwik, Inc. is referred to as “us” or “the Licensor,” and the for-profit entity that becomes party to this Agreement is called “you” or the “For-Profit Licensee.” This Agreement becomes binding on you and enforceable by us as soon as you register and begin to create a profile on the Site. Your continued use of the Site, participation in our services, and/or continued maintenance or updating of your profile will confirm your ongoing agreement with us as the same may be revised or amended from time to time.
1. What Do We Do?
1.1 In General. The descriptions of our Site and the various Services we offer are qualified by the more detailed descriptions in the relevant Documentation (as that capitalized term is defined below). In short, however, we own and operate the website, www.givkwik.com, and certain related mobile phone and tablet applications, API, and other similar technology. From time to time we may come to own or operate other websites, applications or related technologies (collectively, all of these are referred to herein as our “Site”). The Site in the form accessible to end users includes links or references to our General Terms & Conditions, our Terms & Conditions for Nonprofits, our Privacy Policy, our CMS Terms & Conditions, the Givkwik Fund Circular, user interface features, and other documentation related to our Site (collectively, together with this Agreement, these are referred to herein as the “Documentation”). We can also enter into customized technology services and license agreements with clients whose missions seek to facilitate charitable giving and social-good activities. In general, the Site is an integral part of a larger system by which we provide Services that facilitate payment transfers related to social-good endeavors.
1.2 For For-Profit Ventures Like You. In particular, to help for-profit ventures we provide a platform for such ventures to showcase causes they think important as well as their activities related to those causes; and to create awareness of these causes among impact investors, Donor Advised Funds, news and entertainment media outlets, other for-profit ventures with CSR initiatives, charitable Causes, and the public-at-large.
1.3 What Is the Benefit to You? In addition to contributing to your overall cause-marketing strategy, your inclusion on the Site exposes you to impact-investors who have a relationship with any Donor Advised Fund with which we have a services arrangement. Savvy, socially-conscious impact investors who leverage the possibilities of tax-deductible contributions to a DAF (subject to applicable laws) and having the right thereafter to recommend that the DAF make investments in for-profit ventures with social-good missions can come to learn about your business, its value-proposition, and the social causes your business supports.
1.4 Is Givkwik an Investment Portal, Platform, or Marketplace? No, Givkwik is not an investment platform, portal, or marketplace. It is true that we can facilitate payment processing for charitable donations and other transfers of funds. And it also is true that donors, Donor Advised Funds, Causes, impact investors, and for-profit social good ventures (like you) may learn about one another on this site or may create and maintain profiles on this site with hopes for a business or charitable transaction to arise. However, we are not, and will not become, party to any such transaction, nor will we act as broker or dealer, nor will we receive a finder’s fee or other similar commission, nor will we have an ownership or control interest in any donor/impact-investor or DAF that may identify you as a prospect for an investment, nor will we facilitate any such investment (save for our third-party technology licenses, payment processing mechanics, and related services we may tangentially provide).
2. What Do You Get?
2.1 You Get a License to Promote Your Philanthropy. Under this Agreement, we are giving you a license on a limited, royalty-free, non-exclusive, non-transferable, non-sub-licensable, revocable basis (the “License”) to maintain a profile on our Site under our then-current parameters for registered profiles, and to participate in services that we make available to qualified, for-profit ventures engaged in social-good activities. Your profile will consist of your logo and other representative images, a brief statement of your social-good mission and a brief description of your organization (subject to any applicable character-count requirements), your website URL, and a URL for a video about your organization hosted on https://youtube.com or https://vimeo.com. (Any such video will be subject to the terms of use for each such website; and you understand we have no affiliation with either of them.) As we develop other features, we will advise you and invite you to include them as we feel is appropriate. If later permitted or required by us, these terms may include the right or requirement to include our logo or name as a click-through function on your website, any smartphone or tablet or other “app” you may have, and/or in emails sent by you to your constituents. If we don’t require it but you want it, we will allow it if we feel it is in the best interests of the Site. If we require it, you will do so in a way that is consistent with the relevant Documentation.
2.2 What Does It Cost You? You do not pay anything unless you want to by choosing to enter into a separate agreement with us for more customized technology services. See more in paragraphs 4 and 4A below.
2.3 How Long Does the License Term Last? The term of your License to maintain your profile lasts until you or we determine to end it on thirty days notice.
2.4 Are There Any Restrictions? A few. In addition to limitations described elsewhere in the Documentation, unless you get written consent from us (which we can withhold as we may determine), you may not assign or transfer or “sublicense” your rights under this Agreement to any person, including any parent, subsidiary or other affiliated individual or organization, or anyone else. Any licensed right or other property under this Agreement is to be used only for the purposes described in this Agreement and the Documentation, which we can modify from time to time as we may determine to be necessary or appropriate.
2.5 More About Our Site. Although qualified by the more detailed descriptions in the Documentation, in general our Site allows registered organizations to give, and end users to find, information about for-profit ventures (like you) engaged in social-good causes, and about charitable organizations and Causes that maintain profiles on our Site. In the case of for-profit ventures with social-good missions, the Site acts as a platform for you to showcase causes that you think important as well as your activities related to those causes; and to create awareness of these causes among impact investors, Donor Advised Funds, news and entertainment media outlets, other for-profit ventures with CSR initiatives, charitable Causes, and the public at large.
3. Sponsoring Organization; Donor Advised Fund.
3.1 About DAFs. A Donor Advised Fund is a special account owned, maintained and managed by a 501(c)(3) tax-exempt organization (called a “Sponsoring Organization”) under applicable laws and IRS rules. In very general terms, it works as described in this paragraph, but further important details are included in the Givkwik Fund Circular (which you can link to elsewhereon our Site, or otherwise requets from us), our other relevant Documentation, and the relevant provisions of the Internal Revenue Code and the Treasury Regulations promulgated thereunder. After an end-user registers with us and creates a user account and profile on our Site, that end user can make a donation into a Donor Advised Fund that is run by a tax-exempt Sponsoring Organization with which we are under contract as a technology and services vendor. The name of the DAF into which donations are made using our Site is the “Givkwik Fund.” As prescribed and conditioned by the Internal Revenue Code and Treasury Regulations, DAF’s can make investments in for-profit ventures that have social-good missions. Accordingly, for example, donor having seen your profile on the Site might, through our Site, make a donation into the Givkwik Fund and, as permitted by the rules for the Givkwik Fund, advise the DAF to make an investment in your business. In such an example, the funding transaction (the donation) causes the donated amount to be transferred by means of a third-party payment processor into a DAF; in the event of a large donation, there is a mechanism for an electronic payment transfer other than our preferred transaction processor. The amount so funded is intended to be tax-deductible due to the Sponsoring Organization’s tax-exempt status. Any receipts for these donations will be provided in the name of the Sponsoring Organization, not by us, in accordance with its policies. At that stage, all transferred amounts will be held in the Givkwik Fund, as a single account where all donations are combined, until the same have been distributed by the Sponsoring Organization in accordance with the recommendations of the original donors, unless otherwise required or permitted by law.
3.2 Note! There can, of course, be no guarantee that any donor will fund a contribution to the Givkwik Fund, or that any donor who does will advise the Sponsoring Organization to invest all or any of such a donation in you, or that if such advice is given to the Sponsoring Organization that it will follow such advice, as the Sponsoring Organization is not obligated by law to honor any given advice or recommendation. When money is donated into a DAF, the money becomes the property of its Sponsoring Organization unless and until any funds are paid to a recipient-Cause from out of the DAF, at which time such recipient-Cause will, of course, own the funds transferred to it.
3.3 You understand that the descriptions in this Section 3 or elsewhere herein or in the Documentation or the Site are not legal, tax, investment or other advice, nor are they to be understood as comprehensive or necessarily accurate for legal, tax, or investment purposes. Instead, they are intended to be merely a helpful, relatively plain-English, descriptive summary of how this mechanism and process work. Natrually, you should seek competent and independent professional advice for all aspects of your participation.
4. What Does it Cost You?
4.1 You Are Required to Pay Us Nothing. You will never be obligated to pay us to maintain a basic profile on our Site, or to receive any investment proceeds from a DAF that may choose to invest in you. If and when a donor into the Givkwik Fund recommends that the Sponsoring Organization makes investment in you and the Sponsoring Organization agrees, then you will get the amount to be so in vested as may be provided for in any agreements related thereto. Again, we will not receive any fee related to any such transaction, other than any license and services fees (which are independent thereof and tangential thereto) described elsewhere herein; nor will we be signatory or party to, or beneficiary of, those agreements; nor will we have any say in any decision related to any such investment transaction.
4.2 What About Other Services? We do offer certain other paid technology services, unrelated to any investment that a Sponsoring Organization may wish to make in you. And, we may offer upgraded, for-pay profile listings on our Site. But, unless you choose any such upgraded, for-pay profile listing which we may offer from time to time, or unless you hire us to provide other technology services under a separate agreement (in either case under a separate agreement or an amendment to this one), then in exchange for being a participating For-Profit Venture listed in on our Site, you will not pay us any fees for any reason under our current relvant terms and conditions.
4A. What Do We Get?
4A.1 How We Get Paid. We get paid in several ways. First, by agreement with Sponsoring Organizations that may hire us to process payments into their DAF’s and/or provide related technology services, we charge a licensing and technology fee which the Sponsoring Organization pays from out of its DAF. Second, we provide technology services and licenses to clients (Causes, donors, or for-profit ventures such as you) who may hire us to do so. Fees for such services are negotiated separately. Third, we charge fees for providing certain curatorial services in connection with fundraising and awareness campaigns.
4A.2 We Get To Use Your Content. By registering a profile on our Site and agreeing to this Agreement, you also grant us a non-exclusive, royalty-free, worldwide license (the “For-Profit Venture License”) to use Your Content (the “For-Profit Licensed Properties”) as provided for herein. The term of the For-Profit Venture License will be perpetual, so long as the For-Profit Licensed Properties are used in a manner consistent with the Permitted Use. “Permitted Use” means our incorporation of any of the For-Profit Licensed Properties into our Site; into our online blogs; into other websites and web properties of ours and of our Permitted Assignees (defined below); and into any other forms of public and social media communications of ours and our Permitted Assignees. In that connection, we will have the right to download all For-Profit Licensed Properties to, and to store and host all For-Profit Licensed Properties on, our own servers or the servers of our Permitted Assignees, and/or to have the For-Profit Licensed Properties stored or hosted on servers of third parties with whom we have an arrangement for any such storage or hosting. The For-Profit Venture License is for our use alone, and therefore we are not permitted to assign, transfer, sublicense or re-sublicense the For-Profit Venture License or For-Profit Licensed Properties except to Permitted Assignees, as to which Givkwik may assign, transfer, sublicense or re-sublicense the For-Profit Venture License or For-Profit Licensed Properties; nor shall we take any action inconsistent with the other limitations on the For-Profit Venture License or For-Profit Licensed Properties or with your ownership of the For-Profit Licensed Properties. A “Permitted Assignee” is (i) any entity that now or hereafter is controlled by us, or controls us, or is under common control with us; and/or (ii) any entity that acquires or succeeds to all or substantially all of the assets of Givkwik in a merger, acquisition, business combination, or other similar extraordinary transaction. In addition to, and without limiting, the foregoing, you also grant us the right to sub-license Your Content as part of our “Givkwik Content” (as “Givkwik Content” is defined in our API License Agreement) to third party API Licensees whom we have granted an API License under our API License Agreement. We can also grant to those sub-licensees the right to sub-sublicense Your Content to the end users of their applications and services as provided in our API License Agreement. You can read our API License Agreement by clicking on the link on our Site that takes you to that agreement. Neither we nor our API Licensees nor any other person will be required to pay you any royalty or other fee or compensation for these sub-license or sub-sublicense rights. We can amend our API License Agreement any time and from time to time without notice to you and this Section and other terms hereof shall continue to apply as though made anew at each such amendment.
5. What We Own and What You Own.
5.1 As between you and us, we are the sole and exclusive owner of the Site and all intellectual property and other rights and interests related thereto, including (but not limited to) all of the following: the Site and all related domain names; the “look and feel,” design and content of the Site, and the Site user interface; software and code of any kind; our business, data, information, and payment and processing systems and concepts; the name Givkwik and any similar iterations thereof; the phrases Givkwik Impulse Philanthropy and Impulse Philanthropy and any similar iterations thereof, and the phrase "Democratizing Philanthropy" and any similar iterations thereof used to define or refer to our Site or services or system or to any Site or services or system based on, competitive with or similar to ours; our logos, our product names and service names and slogans and all related words, names, symbols, devices, logos and similar iterations or variations thereof; all content on the Site; all other trademarks, service marks, trade names, trade dress, logos, any and all copyrights and other rights to words, sounds, images, designs, videos and other content used in connection with our Site, and/or other protected intellectual property used in connection with the Site and/or the Services; all so-called moral rights, goodwill, rights and proceeds, and any other kind of right or interest that is associated with or symbolized by or that flows from any of the others; and every other thing which under the Terms is or becomes our property, including but not limited to all Feedback (as that term is defined in the Terms and Contitions (General)).
5.2 You acknowledge and agree that you will not acquire any ownership in, and you will have no ownership rights or interests of any kind to, any Givkwik Content or to any right or property licensed to you hereunder or to any other property of ours, either because of this Agreement, or from any conduct between you and us, or for any other reason. However, as between you and us, you will continue to own Your Content (as defined in Section 6.7 below).
5.3 We will always have the right to update and upgrade, modify and revise, shut down for maintenance or terminate, and otherwise make decisions about our Site without having to first get consent from or give notice to you or any other person, although we hope we will be able to notify everyone we can about any of these decisions when practical in our sole and exclusive determination. This includes, but is not limited to, changes to the “look and feel,” functionality, content, payment mechanics, fees and policies, and the terms of use, privacy policy and other Documentation. We may modify or terminate any agreement we may have with any Sponsoring Organization as we may determine under the provisions thereof, and we may enter into other similar agreements, without any notice to or consent from you. However, we do not have the right to modify Your Content unless you approve it, or unless doing so is contemplated in the Documentation, or unless doing so is reasonably necessary for our management of the Site.
5.4 We also have the right at any time to accept, edit (crop, alter, filter, and other similar actions), or reject any of Your Content for use in our Site if we determine for any reason it may be offensive, unlawful, inconsistent with our social-impact mission, or in conflict with any other agreement, or any other reason we feel is necessary, appropriate or reasonable under the circumstances.
5.5 In addition to and without limiting anything else herein, we may include Your Content in our Site or other platform on which our technology is available, and use Your Content for marketing, promotions, advertising, shareholder and community relations and similar purposes.
5.6 You will not do anything that is inconsistent with our ownership of any of our property except (and then only to the limited extent) as may be expressly permitted in this Agreement, including (but not limited to) not modifying or reverse engineering our Site or any other intellectual property of ours; not creating derivative works based on our Site or any other intellectual property of ours, or based on any other content in our Site that is not yours; and not creating or building, investing in, acquiring, or otherwise becoming commercially involved with or obtaining an interest or using in a competitive product or service with similar functionality or which violates the unique prior art of our data processing and giving system and other systems and services of ours.
5.7 We have the right to change Sponsoring Organizations, use more than one of them, replace or modify the current process, continue or discontinue using any payment processor or mechanics as the third-party processor by which funds are donated to the DAF, and otherwise modify collection, earmarking, disbursement and fees as we believe is necessary or helpful to our Site, the nonprofit community, our shareholders or our social-impact mission.
6. Certain Representations and Promises We Need from You.
6.1 You are (and during the License term you will be) a for-profit venture, duly organized, validly existing and in good standing under the laws of the State of your formation; and (except where the same would not have an adverse impact on this Agreement, or on us, on our Affiliates, or on the respective constituents of us or our Affiliates) you will be duly authorized and/or registered to do business in each other State and local jurisdiction in which your activities require you to be so registered and/or authorized.
6.2 You are free and encouraged (but not required) to promote our Site by means of special notices to your constituents, by social media publication, by emails with a click-through function taking the reader to an online location we provide you, and by placement on the homepage and/or any donation page of your website, making them as prominent as you think appropriate (subject to our right to require reasonable changes in line with our mission and our branding and property interests).
6.3 You have reviewed the Site on computer browsers and downloaded any applications that we currently make available to various mobile devices. By creating a profile you are representing to us that you have read all Documentation and that you agree and promise to comply with all Documentation provisions without condition or exception.
6.4 All of Your Content is and will be your sole and exclusive property, or you have (and will continue to have) the consent from the true owner to use any of Your Content which you do not, in fact, own, but instead use with permission. There is no active, pending or threatened dispute concerning any of Your Content, and there are no disputes which you or your affiliates are party to which if decided against you or them would negatively affect us or this Agreement or any of Your Content. If any such dispute arises or is threatened (or even anticipated) you will immediately notify us in writing.
6.5 All Your Content shall be free of disabling devices, bugs, computer viruses or malware or anything else that can be disruptive or harmful to our Site or any other website or any software or firmware, any computer, mobile phone, tablet, or other device or technology of ours or of any Cause, Sponsoring Organization, Transaction Processor, or any other person involved with the use of our Site or the collection and transfer of funds or data or otherwise.
6.6 You will remain responsible for any taxes, tariffs, fees, or other assessments that may be charged against the transfer of value to or from you via our Site or otherwise under or in connection with this Agreement.
6.7 All needed approvals have been received for you to enter this Agreement and give us all words, sounds, music, images, videos and other content which we may request or require or which you may otherwise provide for use in the Site, including (but not limited to) your name, logo, mission statement, and other content (“Your Content”). Your entry into and performance under this Agreement does not and will not violate or be in conflict with any other person’s rights or any law or agreement to which you are party or by which you or any of your affiliates or any of Your Content is bound.
6.8 Each individual who causes this Agreement to be made effective on behalf of the For-Profit Licensee represents that she or he is authorized to do so, binding the For-Profit Licensee to this Agreement. You will keep yourself informed of the current versions of the Terms and Conditions (For Profit Ventures) on the Site and will comply with them, and with all other Documentation, as they may be modified from time to time.
7. Certain Acknowledgements.
7.1 In addition to acknowledging and agreeing to the other provisions of this Agreement and other Documentation, you acknowledge and agree as follows: that by registering and creating a profile on our Site as a for-profit, social-good venture, you will be showcasing your company, its social-impact activities, the benefits of those activities, those whom your activities champion, your management team, and other matters related to your social-impact commitment. You acknowledge that you and other for-profit ventures that have profiles on our site may or may not become the object of interest of social-impact investors. You accept that no investment by an investor is guaranteed. You further understand that if any investment should occur it may be by means of a Donor Advised Fund with which we have a technology services and license agreement. You further understand that the Givkwik Fund is the name of a Donor Advised Fund owned and controlled entirely by a Sponsoring Organization called Impact Assets, Inc. You understand how Donor Advised Funds are operated and managed, and have read and agree with the terms of the Givkwik Fund Circular, a link to which you can access elsewhere on our Site, or which you have requested from us. You represent and warrant that no Content of yours will be false or misleading, nor otherwise paint your venture, your business, your activities, or your social-good mission in a false or exaggerated light.
7.2 You understand and agree that there are no guarantees that (1) any donor will donate funds to the Sponsoring Organization at all or with you in mind, (2) any donor to the Givkwik Fund will advise the Sponsoring Organization to direct funds to your organization, and (3) if such a donor does advise the Sponsoring Organization to direct funds to your organization, the Sponsoring Organization is not legally required to do so. That said, you are encouraged to create a robust profile on our site consistent with these Terms & Conditions and other Documentation.
7.3 You understand that, if you are chosen by the Sponsoring Organization for an investment through the Givkwik Fund, we have no involvement with and play no role in that decision. You also understand that we do not have any say in the terms of any investment the Sponsoring Organization may make in you in particular, and that we do not own or control either the fund or Impact Assets, Inc. in any respect, nor do we have any influence on how management or investment decisions are made for the fund in general. You acknowledge that the name of the fund (the Givkwik Fund) pertains to the technology services and license we provide as an arms-length technology vendor to the Sponsoring Organization. You understand the only role we play in any such investment is tangential, being limited to technology services provided to the Sponsoring Organization.
7.4 You understand and agree, and you represent to us, that you will use the Site only as a means by which to showcase your philanthropic, charitable, social-good, and other altruistic activities, as well as your business activities, as an element of your general marketing, branding, advertising and promotions campaigns. You understand that selling or buying, offering to sell or to buy, and soliciting offers to sell or to buy, for your own account or on behalf on another, securities is subject to complex and strictly enforced laws and regulations and that the same may not be done on our Site. Accordingly, you represent that you have no intent to, and warrant that you shall not, use our Site or Services to sell or buy, offer to sell or to buy, or solicit offers to sell or buy, securities, or otherwise act in any manner inconsistent with any State or federal securities and other laws.
7.5 You further acknowledge and agree as follows:
(1) that any investment that may be made in you by a Donor Advised Fund is subject to the rules of such fund, the relevant provisions of federal and State securities laws, the Internal Revenue Code and the Treasury Regulations promulgated thereunder, and other applicable laws, and that we give no representation as to the legality or propriety of any such investment;
(2) that we are merely a technology platform (and not an investment platform) providing or facilitating such technology services as may be provided for in our agreements with Sponsoring Organizations and other clients (including but not limited to payment processing);
(3) that we are not broker-dealers or investment advisors, we do not solicit investments or offers to purchase or sell securities, we do not give advice on investments, we play no role actually or apparently similar to roles played by brokers, dealers, advisors, lawyers, accountants, or other professionals who are or may render advice to investors or securities issuers, and we are not involved in the securities industry in any respect save as third-party providers of Internet, cloud, and related technology services as described herein and in our Documentation;
(4) that we do not approve or disapprove of, encourage or discourage, any investment or any person involved in any investment including (without limitation) any investor, any issuer, or their respective professional advisors or affiliates;
(5) that we play no role in, and do not and cannot and do not pass upon the adequacy or accuracy of, any information or materials related to any investment by any Sponsoring Organization or other person; and
(6) that you are advised and encouraged to retain independent legal counsel with relevant experience in connection both with this Agreement and other Documentation and, especially, with any actual or proposed investment by a Sponsoring Organization and any and all related negotiations, due diligence, documentation, and other related matters.
8. Stuff Our Lawyers Made Us Say.
8.1 Notices. If you or we need to contact each other regarding a legal matter, it must be in writing and sent, if to us, via our Contact Form on our website, and if to you, to the address used in connection with your registration with us. Thereafter, we may require that your contact also be submitted in writing and sent by a nationally recognized overnight courier to another address we provide you, which will be deemed to have been received when actually received as confirmed by that courier. For all other matters, we may communicate by email at the email addresses exchange between us.
8.2 Indemnification. If you breach this Agreement or any other provision of any Documentation, then you shall indemnify, defend and hold harmless us and our Affiliates (and all of our and their personnel, owners, officers, directors, managers, partners, joint venturers, personnel, fiduciaries, and other agents and representatives, and the successors and assigns of any of them) for, from and against any and all costs, expenses, losses, damages, obligations, liabilities, and anything else adverse to us which we may incur (whether required by law, by contract, by third-party actions, or as we may determine to be appropriate to reserve, defend, and/or exercise our rights as a result thereof (including, but not limited to, attorney’s fees we may have to incur) as we incur the same; and will advance to us any amount we may reasonably expect to incur in any forward-rolling ninety-day period in connection therewith.
8.3 Equitable Remedies. Notwithstanding anything to the contrary herein, we shall be entitled to seek equitable relief in any federal or State court in the United States or elsewhere having subject matter jurisdiction without either having to post a bond or first submitting the matter to arbitration or mediation with respect to actual, alleged or threatened breaches by you of any provision herein relating to indemnification or ownership of our property, in which case, you (for yourself and your heirs, successors and assigns, and any of your or their affiliated individuals or entities) consent to the jurisdiction of such courts and agree that service of process or notice in any such action, suit or proceeding shall be effective if delivered in any manner not prohibited by law and hereby waive any claim or defense of inconvenient forum or any other defense to any such jurisdiction or venue. The rights set forth in this paragraph are in addition to any other right or remedy available to the party seeking equitable relief at law, in equity or otherwise.
8.4 Miscellaneous. This Agreement’s section headings are for convenience of reference only, and are not enforceable or interpretable terms. If there is a conflict between this Agreement and any Documentation, we will be the one to resolve it. Also, this Agreement contains the entire understanding concerning its subject matter, superseding all prior and simultaneous agreements and communications (express or implied) related to it (except for our Documentation); may not be amended by you except in a writing signed by us, and no provision hereof shall be deemed waived by us unless we so agree and no waiver by us of one breach will be a waiver of any later breach; may be amended by us as we shall determine to be in the best interest of the Site or as we may otherwise determine to be necessary, advisable, convenient or appropriate; is only for the benefit of you and us and our successors and permitted assigns, and is not for the benefit of or enforceable by any other person; may not be assigned by you without our written consent and shall be assigned by you by operation of law if we so agree; and shall be governed by the laws of the state where we then maintain our principal office (currently, New York), without regard to its conflicts of law provisions. If any provision of this Agreement is deemed unenforceable, that will not affect other provisions which will continue to be binding on you and us, unless we feel this would frustrate the purpose of the agreement. By accepting this Agreement, you agree with us that no ambiguity is to be construed against us as author. You and we are responsible for our own lawyer’s fees (if any) and expenses incurred in relation to entering this Agreement and with the use of the Site and/or participation in any Services. We may rely on this Agreement and continue listing you in the Site during the full License term. You agree to all provisions included in all Documentation (including but not limited to the arbitration provision, which also applies to this Agreement), and that “you” as defined in the Terms & Conditions (General) also includes you unless context requires otherwise; if there is any conflict between this Agreement and any of the Documentation, or if here is any dispute over the application of the Documentation to you, we will be the sole arbiter of how to resolve that conflict or dispute.
Last Updated: March 19, 2018