Last updated on October 1, 2023

Givsly operates an online platform for purpose-led advertising and marketing through the Responsible Marketing and Responsible Advertising services (the “Platform”, “Givsly Platform”, and together with the Platform, the “Services”). Companies (“Client”, “you”) may use with the Givsly Platform to receive Services from Givsly. Clients may include advertising and marketing agencies or corporations using Givsly Platform for themselves or working on behalf of their advertiser clients, brands, or other commercial entities. Please note, nonprofit organizations using the Platform are subject to our Terms for nonprofits. Client’s use of the Platform is subject to the following terms and conditions (these "Terms of Service" or “Terms”). As used herein, the terms "we", "us", "our", "Givsly” mean Givsly PBC. By affirmatively checking the box under Givsly sign-in, registration page, donation offer response or by using any of the Services, you agree to be bound by and to abide by these Terms of Service. If you do not agree to these terms, you may not access or use the Services.

In consideration of the foregoing, and the mutual covenants, terms and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Services #

• Overview. Givsly shall perform the Services as set forth in one or more mutually agreed upon statements of work (each a “Statement of Work”). Givsly processes personal information pursuant to Givsly’s Platform and Services Privacy Policy provided that, in the event of any conflicts between those documents and these Terms, these Terms shall always prevail.
• Changes. Givsly’s obligations are solely as expressly set forth in the in these Terms. Changes must be requested in writing with sufficient detail to enable the other party to assess the impact of the requested change. Upon receipt of a request for any changes the receiving party shall set forth in writing within ten (10) days of such request any changes to the services, products, processes or costs necessary to implement such changes in the form of a Statement of Work. All changes must be mutually agreed to in writing by both parties. Until a change is agreed to in writing by both parties, these Terms shall apply.
• Cooperation. Givsly shall perform the Services, its responsibilities and obligations: (i) in a timely and professional manner consistent with industry standards and any specifications set forth in these Terms and any applicable Statement(s) of Work; (ii) in compliance with all applicable laws. Client acknowledges that the rendering of the Services will require the good faith cooperation of Client. Therefore, Client agrees to provide all information reasonably requested by Givsly in order to perform the Services, to timely respond to inquiries and to promptly review any deliverables. Givsly reserves the right to reasonably extend the delivery schedule and/or assess reasonable additional charges to the extent required because of Client’s failure to cooperate as set forth herein. Client shall be responsible for all materials and information provided by, on behalf of or approved by Client for use in connection with the Services. Givsly may rely upon all decisions and approvals from Client, and Givsly shall not be liable for any matter as a result of following Client’s specific instructions.
• Platform Access. Subject to the terms and conditions of these Terms, including payment of the fees, Givsly hereby agrees to provide Client with access to and use of the Platform as set forth in these Terms. Client may only use the Platform for Client's own business purposes, and not in the operation of a service bureau or for the benefit of any other person or entity, except as set forth herein. Client agrees that it shall not use any persons, means, devices or arrangements to exceed its permitted access to the Platform, including interfering with other clients or manipulating results or information. Client shall be granted the number of user IDs and passwords as set forth on the Statement of Work. The user IDs may not be used by any party other than Client’s employees without the prior written consent of Givsly. Client acknowledges that Givsly may, from time to time, monitor the logon times and usage under each user ID for the purpose of verifying that the Client and its permitted users are the sole holder and user of the user IDs and are in compliance with these Terms, and as otherwise necessary, for Givsly to provide support and operate the Service. Client shall be responsible for all usage of the Platform under its user IDs, whether authorized or unauthorized by Client, except to the extent caused for a negligent act or omission by Givsly. Client agrees to notify Givsly promptly of any unauthorized use of its user IDs or any other suspected breach of security relating to the Platform
  • Further, Client shall not use the Platform to
  • To transmit, or procure the sending of, any advertising or promotional material including any “junk mail”, “chain letter” or “spam” or any other similar solicitation, or otherwise post or transmit sales pitches for outside products or services or content that drive traffic to a third party’s website (including for personal, political or monetary gain) except in express accordance with these Terms;
  • Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
  • Use any device, software or routine that interferes with the proper working of the Platform;
  • Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, or any server, computer or database connected to the Platform;
  • Circumvent any technical measures we use to provide the Services; and
  • Otherwise attempt to interfere with the proper working of the Services.
• Givsly is not responsible for any offers, promises, rewards or promotions made or offered by Clients. We do not and cannot verify the information that nonprofits supply, nor do we represent or guarantee that the donations will be used in accordance with any fundraising purpose prescribed by a nonprofit or in accordance with applicable laws. Notwithstanding the foregoing, we take possible fraudulent activity and the misuse of funds raised very seriously. If you have reason to believe that a nonprofit is not raising or using the funds for their stated purpose, please contact us to alert our team of this potential issue at support@givsly.com and we will investigate.

2. Term and Termination. #

• Term. These Terms shall commence on the date accepted and shall continue until terminated as set forth herein (the “Term”).
• Termination.
  • Either party may terminate their agreement under these Terms or a Statement of Work upon thirty (30) days prior written notice if the other party is in material breach of these Terms or a Statement of Work and fails to cure such breach within the notice period.
  • Either party may terminate their agreement under these Terms for convenience upon ninety (90) days prior written notice, provided that, pre-paid fees for annual subscriptions and Givsly Credits are non-refundable absent any breach of these Terms by Givsly.
• Effect of Termination. Upon the termination of these Terms or any Statement of Work for any reason, Client shall pay all fees, donation payments corresponding to qualifying donation offer responses and expenses due or owing, and each party shall reasonably cooperate with the other party to engage in an orderly termination of the Services. The provisions of these Terms that are logically intended to survive termination shall survive.

3. Costs and Expenses #

• Invoices and Payment. Givsly shall submit invoices to Client for all Services from time to time. Invoices are due in full within thirty (30) days of the date of such invoice. If Client disputes any invoice in good faith, Client must notify Givsly in writing within thirty (30) days of the invoice date, otherwise such invoice shall be deemed to be final. If Client has provided credit card details for payment purposes or has purchased pre-paid Givsly credits for any Service, then Client hereby authorizes Givsly to charge the amounts due to such credit card or deduct such amounts from the Client's credit balance.
  • Client agrees that in some instances a certain minimum donation amount may apply, and that all donations are final and will not be refunded unless Givsly, in its sole discretion, agrees to issue a refund. Givsly uses third-party payment processing partners to bill you through credit card or will separately invoice you directly to your billing account for any donations made.
• Reporting. Givsly’s numbers reported via the Pixel (defined below) or the Platform shall govern for all payment obligations triggered by display of the Client Materials (defined below). Notwithstanding the foregoing, in the event that the numbers reported by Client differ from the numbers reported by Givsly by more than ten percent (10%), then upon request from Client, Givsly and Client shall promptly engage in good faith discussions to resolve such discrepancies.
• Taxes. Each party shall be responsible for the collection and payment of all taxes of whatever nature in connection with its obligations under these Terms. If Givsly is required by law to collect any taxes from Client, then Client shall pay such taxes as invoiced.
• Expenses Generally. Each party shall be solely responsible for all of its expenses incurred in connection with the performance under these Terms.
• Givsly Credits. Client may purchase pre-paid credits for the Platform (“Givsly Credits”, “Credits”). Credits are non-refundable, absent a breach of these Terms by Givsly. If Client is using pre-paid credits for processing donations, then the donation and any associated payment processing fees will be deducted from such pre-paid credits. From each donation made, Givsly receives any agreed upon platform-, lead generation- and administrative fees immediately, the payment processor receives any prevailing, applicable payment processing fees, (collectively “Fees”), and the remainder of the donation will be sent to the nonprofit using a payment service provider. Client shall not sell or resell such Prepaid Credits or otherwise transfer such Prepaid Credits for value. Client agrees and acknowledges that any donation amount exceeding the Prepaid Credits available and applied, Client shall be required to be paid by Client using a payment instrument that is not Prepaid Credits. Additionally, as a Client applying or receiving Prepaid Credits you acknowledge and agree to the following: (i) unused Prepaid Credits will be removed from your Billing Account or twelve (12) months after the date of their funding by, unless prohibited by law; (iii) Givsly will not refund unused Prepaid Credits except as described in these Terms of Service or required by law. Access to Prepaid Credits on any given day is limited to $2,000.

4. Intellectual Property & Data. #

• Client Materials. Client may from time to time provide Givsly with, upload to Givsly Platform, or otherwise make available to Givsly, content and materials for use in connection with the Services, such as advertising creative, photos, copy, logos and other promotional materials (“Client Materials”). Client grants Givsly a limited, non-exclusive, worldwide, royalty-free right and license to display, distribute and otherwise use the Client Materials solely in connection with the Services.
• Platform Ownership. Givsly hereby grants Client a limited, non-exclusive, non-transferrable, worldwide, royalty-free right and license to use the Platform during the Term. Except as set forth herein, Givsly owns all right, title and interest in and to the Platform, its trademarks, software and other proprietary materials made available by Givsly. Client may from time to time provide suggestions, comments, improvements, enhancements, or other feedback ("Feedback") to Givsly related to the Platform. Client hereby grants Givsly a perpetual right and license to use such Feedback for any purpose.
• Responsible Advertising Pixel Data. Givsly may provide Client with pixels to attach to advertising creative served online in connection with Responsible Advertising (the “Pixel”). As between Givsly and Client, Client shall own all data generated by the Pixel when attached to advertising creative owned by the Client (the “Pixel Data”). Givsly may use the Pixel Data to provide the Services to Client, including sharing such Pixel Data with vendors engaged in providing such Services to Client. Client shall ensure that all publishers, ad creatives, and services on which the Pixel is used make all necessary disclosures pursuant to applicable privacy laws in order to collect and transmit the Pixel Data to Givsly and Client as contemplated by these Terms. Notwithstanding the foregoing, Client hereby grants Givsly a perpetual right and license to use the Pixel Data for Givsly's internal business purposes, provided that, Givsly shall not publicly disclose such Pixel Data in a manner that identifies Client or contains any personal information.
• Responsible Marketing Donation Data. In connection with Responsible Marketing campaigns, Givsly may receive personal information from recipients of Clients' donation offers, such as names, email address and other information of individuals to whom Client wishes to send a donation offer (the “Donation Data”). As between Givsly and Client, Client shall own all Donation Data. Client shall ensure that it has all rights in order to collect and transmit the Donation Data to Givsly as contemplated by these Terms. Notwithstanding the foregoing, Client hereby grants Givsly a perpetual right and license to use the Donation Data for Givsly's internal business purposes, provided that, Givsly shall not publicly disclose such Donation Data in a manner that identifies Client or contains any personal information.). A Client who generates a donation offer link agrees to fund a donation to whichever nonprofits is selected by the Client. Clients sending donation offers do so at their own discretion and are required to have obtained any necessary consent (where applicable) from the user receiving the donation offer. Givsly only sends donation offers as instructed to do so by Client.
• Rights. Except for the rights provided under these Terms, neither party shall acquire any right, license or interest in the intellectual property of the other party by virtue of entering into these Terms. Each party shall be free to use and employ its general skills, know-how, methodologies, algorithms, techniques and expertise to provide services to third parties, provided that in doing so it does not breach any of its obligations under these Terms.
• Data Privacy. The parties shall comply with all applicable privacy and security laws, rules, regulations, standards and guidelines, including those set forth in the Data Processing Addendum (“DPA”) attached hereto as Exhibit 1.

5. Representations; Limitation of Liability. #

• Mutual Representations. Each party represents and warrants to the other party that: (i) it shall perform its obligations hereunder in a timely, workmanlike and professional manner and with due care; (ii) it has the full right, power and authority to enter into these Terms and to perform the acts required of it hereunder; (iii) the execution of these Terms and the performance of its obligations hereunder, do not and will not violate any agreement to which it is a party or by which it is bound; and (iv) it shall at all times be in compliance with all applicable laws, rules and regulations in connection with its respective obligations under these Terms. Givsly may from time to time provide Client with suggestions regarding consumer disclosures, provided that, Client shall always remain solely responsible for all consumer disclosures made by or on behalf of Client. For the avoidance of doubt, Givsly is a provider of the Platform and performs Professional Services, but is not responsible for Client’s own obligations to comply with applicable charitable solicitation laws.
• Client Materials Representations. Client further represents and warrants that: (i) the Client Materials do not violate the intellectual property or personal rights of any third party, (ii) the Client Materials do not contain any content that is illegal, obscene, deceptive, misleading or otherwise violates any laws or the policies of third parties (such as publishers or social media platforms) where the Client Materials are displayed and (iii) it makes all disclosures required by applicable laws, including but not limited to, disclosures regarding charitable solicitations/donations.

6. LIMITATION OF LIABILITY. #

NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, REVENUE OR PROFIT ARISING FROM ANY FAILURE, DELAY OR DEFECT OF PERFORMANCE, ARISING OUT OF OR RELATING TO ANY SERVICES PROVIDED HEREIN, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. GIVSLY IS NOT LIABLE TO CLIENT OR ANY PARTY WHO HAS NOT AGREED TO THESE TERMS FOR ANY GIFTS OR DONATIONS PROVIDED BY CLIENT TO, OR RECEIVED FROM, A THIRD PARTY. IN NO EVENT SHALL GIVSLY’S LIABILITY FOR ANY DAMAGES TO CLIENT OR ANY OTHER PARTY EXCEED THE FEES PAID BY CLIENT TO GIVSLY UNDER THE STATEMENT OF WORK TO WHICH SUCH CLAIM RELATES DURING THE PRIOR TWELVE (12) MONTHS.

7. DISCLAIMER OF WARRANTIES. #

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND REGARDING THE PERFORMANCE OR OUTCOME OF THE SERVICES WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OR FROM A COURSE OF DEALING OR USAGE IN TRADE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, GIVSLY SHALL NOT BE LIABLE TO CLIENT OR ANY OTHER PARTY FOR CLIENT’S USE OF THE SERVICES. NOTWITHSTANDING ANYTHING IN THIS SECTION TO THE CONTRARY, NEITHER PARTY EXCLUDES NOR LIMITS ITS LIABILITY TO THE OTHER PARTY FOR DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ITS AGENTS OR EMPLOYEES, FRAUDULENT MISREPRESENTATION, OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

8. Third Party Content and Services #

Certain Services may be dependent upon the products and services of third parties, such as payment providers (such as Stripe), hosting providers (such as Amazon Web Services), email service providers, social media platforms, online service companies and similar third parties not controlled by Givsly. While Givsly shall make commercially reasonable efforts to resolve any issues, Givsly shall not be liable for the acts or omissions of such third parties, including the failure of the products or services of such third parties to operate as intended. In addition, content may be made available by third parties, such as nonprofits or users of the Platform, and Givsly is not liable in any manner for the content provided by such third parties. Without limiting the foregoing, Givsly is not responsible for the acts, omissions or misrepresentations of any charity or nonprofit used in connection with the Service.

9. DIGITAL MILLENNIUM COPYRIGHT ACT ("DMCA") NOTICE #

Materials may be made available via the Service by third parties not within our control (such as by Clients and Nonprofits participating in the Service). We are under no obligation to, and do not, scan content used in connection with the Service for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Service.

If you believe any materials on the Service infringe a copyright, you should provide us with written notice that at a minimum contains:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the 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 us to locate the material;
• Information reasonably sufficient to permit us 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;
• 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; and
• 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.

All DMCA notices should be sent to our designated agent as follows:

Givsly, PBC

Attn: Copyright Manager

353 Lexington Avenue, Suite 400

New York, NY 10016

and followed up via Email to: support@givsly.com

It is our policy to terminate relationships regarding content with parties who repeatedly infringe the copyrights of others.

10. Force majeure #

Except for payment obligations, neither party shall be held liable for any delay or failure in performance of any part of this agreement from any cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of god, acts of civil or military authority, embargoes, epidemics, war, terrorist acts (actual or threatened), riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, telecommunication service provider failures or power blackouts.

11. Confidential Information. #

• Definition. In connection with these Terms, each party may disclose, or may learn of or have access to, certain confidential proprietary information owned by the other party (“Confidential Information”). Confidential Information means any data or information, oral or written, that relates to a party, including but not limited to its business activities, product plans, designs, costs, technology, software, business opportunities, personnel, customers, research, development, know-how, financial information, customer and supplier lists, forecasts, and projections. Confidential Information also includes the provisions of these Terms. Notwithstanding the foregoing, Confidential Information is deemed not to include information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the receiving party; (iii) is rightfully communicated to the receiving party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the receiving party's possession free of any confidentiality obligations with respect thereto; (v) is independently developed by a party without use of any Confidential Information of the other party; or (vi) is approved for release or disclosure by the disclosing party without restriction.
• Obligations. Except as expressly permitted under these Terms, each party shall maintain the Confidential Information of the other party in strict confidence and shall not disclose, publish or copy any part of such Confidential Information except as required to perform authorized obligations under these Terms. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis, provided that, each party shall be liable for the acts or omissions of any party that obtains Confidential Information through such party. However, a party may disclose Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that such party gives reasonable prior notice to the other party to contest such order or requirement. Upon the termination or expiration of these Terms, each party shall return to the other party, or certify the destruction of, all Confidential Information of the other party, provided that, neither party shall be required to purge any materials that have been archived pursuant to its normal document retention policy or is required to be maintained by applicable law if the obligations in this Section 10 are otherwise strictly observed.

12. Indemnification #

• Givsly Givsly shall defend, indemnify and hold harmless Client, its affiliates, successors and assigns, and each of their officers, directors, employees and agents (“Indemnitees”), against and from any and all third party claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorney’s fees and costs) (“Losses”), arising out of or in any way connected with (i) a claim that the Platform infringes upon the intellectual property rights of any third party or (ii) any violation by Givsly of applicable law applicable to Givsly’s obligations under these Terms.
• Client. Client shall defend, indemnify and hold harmless Givsly and its Indemnitees against and from any and all Losses arising out of or in any way connected with: (i) Client Materials, (ii) any violation by Client of any applicable law applicable to Client and (iii) Client’s transactions with any third party, such as e.g. a consumer or publisher.
• Process. The indemnifying party's obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity (provided that a failure or delay in providing such notice shall not relieve the indemnifying party's obligations, except to the extent prejudiced by such failure or delay); (ii) granting complete control of the defense and settlement to the indemnifying party, provided that the indemnifying party will not acquiesce to any judgment or settlement without the indemnified party's prior written consent, unless it obtains a full and final release of all claims against the indemnified party and such judgment or settlement does not impose any requirements or restrictions upon the indemnified party; and (iii) reasonably cooperating with the indemnifying party, at the indemnifying party's expense, in the defense and settlement of such claim. The indemnifying party shall provide the indemnified party the option to engage separate counsel, at the indemnified party's expense, to participate in any claim giving rise to indemnification hereunder. The indemnifying party may settle any claim, to the extent it seeks a money payment, with or without the consent of the indemnified party. The indemnifying party must obtain the indemnified party's consent to any settlement to the extent it consents to injunctive relief or contains contract terms governing future activities that would materially affect the indemnified party's business or interests, said consent not to be unreasonably withheld, conditioned or delayed.

13. General #

• Anti-Corruption. Clients shall not offer, give or promise to give any payment, consideration, financial or non-financial advantage to another person or persons directly or indirectly in connection with our Services or these Terms.
• Independent Contractors. Each party to these Terms is an independent contractor in relation to the other party with respect to all matters arising under these Terms. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.
• Breaches and Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy.
• Publicity. Givsly may identify Client as a customer of Givsly by using its name, logo and trademark, together with information about publicly disclosed Services, for Givsly’s own promotional purposes, such as on its website or on social media platforms.
• Notices. Any official notice given pursuant to these Terms shall be sent to the other party by: (i) certified mail return receipt requested, (ii) overnight courier or (iii) electronic mail followed by a hard copy by one of the prior methods.
• Severability. If, for any reason, a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be invalid or unenforceable, such provision of the Terms will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms will continue in full force and effect. The parties agree to negotiate in good faith an enforceable substitute provision for any unenforceable provision that most nearly achieves the intent and economic effect of the unenforceable provision.
• Assignment. These Terms and the rights granted hereunder are not transferable or assignable without the prior written consent of the non-assigning party, except in connection with a merger, sale or reorganization of a party. Givsly may engage subcontractors in the performance of its duties herein, provided that, Givsly shall remain responsible for such subcontractors pursuant to these Terms. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto.
• No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder.
• Export Controls. Client agrees to comply fully with all relevant export laws and regulations of the United States, including but not limited to the U.S. Export Administration Regulations, administered by the Department of Commerce, Bureau of Industry and Security (the “U.S. Export Controls”). Without limiting the generality of the foregoing, Client expressly agrees that it shall not, and shall not permit, use of the Services in connection with anyone listed on the OFAC Sanctions List or located in an embargoed or sanctioned country.
• Amendment; Waiver. No amendment or waiver of any term, condition or obligation of these Terms shall be valid unless in writing and signed by both parties. No failure or delay by either party at any time to require the other party to perform strictly in accordance with the terms hereof shall preclude that party from requiring performance by the other party at any later time. No waiver of any one or several of the terms, conditions or obligations of these Terms and no partial waiver thereof, shall be construed as a waiver of any of the other terms, conditions or obligations of these Terms.
• Entire Agreement. These Terms set forth the entire agreement between the parties on this subject matter contained herein and supersedes all prior negotiations, understandings and agreements between the parties concerning this subject matter.
• Governing Law; Jurisdiction. This Terms shall be governed by the laws of the State of New York and each party submits to exclusive jurisdiction and venue in the courts located in New York County, New York.
• Headings. The headings of the various sections of these Terms have been inserted for convenience of reference only and will not be deemed to be a part of these Terms.
• Counterparts. These Terms may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same document.

EXHIBIT 1

DATA PROCESSING ADDENDUM #

This Data Processing Addendum (“DPA”) forms part of the Master Services Agreement between Givsly, PBC and Client (the “Agreement”) to reflect the parties’ agreement with regard to the Processing of Client Personal Information.

In the course of providing the Services to Client, Givsly may Process Client Personal Information on behalf of Client, and in such case, the parties agree to comply with the following provisions with respect to Client Personal Information.

Definitions #

• Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement. In this DPA, the following terms shall have the meanings set out below:
• “Aggregate Data” means information that relates to a group or category of individuals, from which individual identities have been removed, and that is not linked or reasonably linkable to any individual or household.
• “Client Personal Information” means any Personal Information provided by or on behalf of Client to Givsly and Processed by Givsly or Givsly’s Subprocessor, solely on behalf of Client, pursuant to the Agreement.
• “Data Protection Assessment” means an assessment of the impact of processing operations on the protection of Personal Information and the rights of Data Subjects, or is otherwise defined as a “Data Protection Assessment,” “Data Protection Impact Assessment,” or “Risk Assessment” by applicable Data Protection Laws.
• “Data Protection Laws” means any and all applicable U.S. data protection, security, or privacy-related laws, statutes, directives, or regulations, including but not limited to: (a) the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq. (“CCPA”), together with any amending or replacement legislation, including the California Privacy Rights Act of 2020 and any regulations promulgated thereunder; (b) the Virginia Consumer Data Protection Act of 2021, Va. Code Ann. § 59.1-571 to -581; (c) the Colorado Privacy Act of 2021, Co. Rev. Stat. § 6-1-1301 et seq.; (d) Connecticut Public Act No. 22-15, “An Act Concerning Personal Data Privacy and Online Monitoring”; (e) the Utah Consumer Privacy Act of 2022, Utah Code Ann. § 13-61-101 et seq.; (f) all other equivalent or similar laws and regulations in the United States relating to Personal Information and privacy; (g) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Information and on the free movement of such data (General Data Protection Regulation) (the "EU GDPR"); (ii) the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR"); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii) or (iii); in each case as may be amended or superseded from time to time;.
• “Data Subject” means an identified or identifiable natural person whose Personal Information is being Processed. The term “Data Subject” shall refer to a “Consumer” as that term is defined under Data Protection Laws.
• “Deidentified Data” means information that cannot reasonably identify, relate to, describe, be capable of being associated with, be linked directly or indirectly with, or be reasonably be used to infer information about an identifiable natural person.
• “Personal Information” or “personal data” as referenced under Data Protection Laws, means information that is protected by applicable Data Protection Laws or that otherwise that identifies, relates to, describes, is capable of being associated with, or can reasonably be linked, directly or indirectly, with a particular individual or household.
• “Personnel” means officers, directors, employees, Subprocessors, agents and representatives.
• "Restricted Transfer" means: (i) where the EU GDPR applies, a transfer of personal information from the EEA to a country outside of the EEA which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of personal information from the United Kingdom to any other country which is not subject based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.
• "SCCs" means: (i) where the EU GDPR applies, the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal information to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU SCCs"); and (ii) where the UK GDPR applies, standard data protection clauses adopted pursuant to Article 46(2)(c) or (d) of the UK GDPR ("UK SCCs")
• “Security Breach” means any security incident that adversely impacts the security of Client Personal Information.
• “Subprocessor” means any third party appointed by Givsly to Process Client Personal Information as a Service Provider or Processor on behalf of Client in connection with the Agreement.
• The terms “Business,” “Business Purpose,” “Controller,” “Process,” “Processor,” “Sell,” “Service Provider,” and “Share” shall have the same meaning as in the Data Protection Laws, and their cognate terms shall be construed accordingly.

PROCESSING OF PERSONAL INFORMATION #

Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Client Personal Information, Client is the Controller or Business (as applicable), Givsly is the Processor or Service Provider (as applicable), and that Givsly may engage Subprocessors pursuant to the requirements set forth in Section 5 below. Where Givsly makes any Personal Information from consumers or other end users (that does not constitute Client Personal Information) available to Client in connection with the Services, the parties acknowledge and agree that: (i) Givsly and Client are each separate and independent Controllers for the purposes of such data; and (ii) each party is responsible for its (and its Personnel’s) own compliance with any obligations it may have as a Controller or a Business (as applicable) under Data Protection Laws. The parties acknowledge and agree that neither party has reason to believe that the other party is unable to comply with the provisions of this DPA or otherwise that such party is in violation of any Data Protection Law. For clarity, Givsly is not responsible for compliance with any Data Protection Laws applicable to Client or Client’s industry that are not otherwise generally applicable to Givsly.

Givsly’s Processing of Personal Information. Givsly shall treat Client Personal Information as confidential and shall only Process Client Personal Information as necessary to perform its obligations on behalf of and in accordance with Client’s documented instructions for the following permitted purposes: (i) in accordance with the Agreement and applicable order or scope of work and applicable Data Protection Laws; and/or (ii) as applicable, if initiated by Data Subjects in their use of the Services. Givsly shall not (A) Sell, Share, or otherwise make available Client Personal Information to any third party in exchange for monetary or other valuable consideration, and (B) retain, use or disclose Client Personal Information outside of the direct business relationship with the Client or for any other purpose than what is specified in the Agreement and/or this DPA. When acting as a Service Provider under the CCPA, Givsly shall not combine Client Personal Information with Personal Information it receives from, or on behalf of, another person or persons, or processes as a Controller or a Business (as applicable), except as expressly permitted by Data Protection Laws. Givsly shall notify Client after it makes a determination that it can no longer meet its obligations under applicable Data Protection Laws. Nothing herein shall limit or restrict Givsly’s right to use Aggregate Data and/or Deidentified Data.

Client’s Processing of Personal Information. Client shall, in its use of the Services, Process Personal Information in accordance with the requirements of Data Protection Laws. Client’s instructions to Givsly related to the Processing of Client Personal Information shall comply with Data Protection Laws. Client instructs Givsly (and authorizes Givsly to instruct each Subprocessor) to Process Client Personal Information, and in particular, transfer Client Personal Information to any jurisdiction, as necessary for the provision of the Services and consistent with the Agreement and this DPA. Client represents and warrants that it shall (i) not provide Givsly with (or instruct Givsly to Process) any Personal Information unless it shall first have given and received the necessary notices and consents under Data Protection Laws; and (ii) comply with any other requirements under applicable Data Protection Laws.

The parties agree that, when the transfer of Personal Information from Client to Givsly is a Restricted Transfer, it shall be subject to the appropriate SCCs as follows: (a) in relation to data that is protected by the EU GDPR, the EU SCCs will apply completed as follows: (i) Module Two will apply; (ii) in Clause 7, the optional docking clause will apply; (iii) in Clause 9, Option 2 will apply, and the time period for prior notice of subprocessor changes shall be as set out in this DPA; (iv) in Clause 11, the optional language will not apply; (v) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law; (vi) in Clause 18(b), disputes shall be resolved before the courts of Ireland; (vii) Annex I of the EU SCCs shall be deemed completed with the information set out in Annex I to this Agreement; and (viii) Annex II of the EU SCCs shall be deemed completed with the information set out in Annex II to this Agreement; (b) in relation to data that is protected by the UK GDPR, the UK SCCs will apply completed as follows: (i) Table 1 of the UK SCCs shall be deemed completed with the information set out Annex I to this Agreement; and (ii) Table 2 of the UK SCCs shall be deemed completed with the information set out below: The parties select: the Approved EU SCCs, including the Appendix, Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum: Module 1 with selections as set forth in Section 1 of this Addendum (iii) Table 3 of the UK SCCs shall be deemed completed with the information set out Annexes I and II to this Agreement; and (iv) Table 4 of the UK SCCs shall be deemed completed by selecting: neither party (c) in the event that any provision of this Agreement contradicts, directly or indirectly, the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

Details of the Processing. The subject matter of Processing, the duration of the Processing, the nature and purpose of the Processing, the types of Client Personal Information, and categories of Data Subjects Processed under this DPA are specified in Annex I attached hereto.

RIGHTS OF DATA SUBJECTS #

The parties shall reasonably cooperate in responding to Data Subject rights requests (“Data Subject Request”) and complying with requirements of Data Protection Laws in relation thereto.

If a Data Subject Request is made directly to Givsly regarding Client Personal Information, Givsly will promptly inform Client and will advise the Data Subject to submit the request to Client. Client will be solely responsible for responding substantively to any such Data Subject Requests or other communications involving Personal Information.

GIVSLY PERSONNEL #

Confidentiality. Givsly shall ensure that its Personnel engaged in the Processing of Client Personal Information are informed of the confidential nature of the Client Personal Information, and have received appropriate training regarding the Processing of Client Personal Information.

Reliability. Givsly shall endeavor, in the exercise of its reasonable business discretion, to ensure the reliability of any Personnel engaged in the Processing of Client Personal Information.

Limitation of Access. Givsly shall ensure that Givsly’s access to Client Personal Information is limited to those Personnel performing the Services in accordance with the Agreement.

SUBPROCESSORS #

Appointment of Subprocessors. With respect to the Processing of Client Personal Information, Client authorizes Givsly to appoint Subprocessors to Process Client Personal Information for a business purpose on behalf of Client, and consistent with the business purpose set forth herein, pursuant to a written contract that includes obligations that are at least as protective as those set out in this DPA and as required by Data Protection Laws.

If Client objects to the engagement of any Subprocessor, it must inform Givsly within five (5) business days’ of Givsly’s notice of the engagement of such Subprocessor, on justifiable data protection grounds, and then either Givsly, will not engage the Subprocessor to process the Personal Informaion, Client may elect to suspend or terminate the processing of Personal Information under the Agreement(s) without penalty, or Givsly may terminate the Agreement(s) upon advance written notice to Client.

SECURITY #

Controls for the Protection of Client Personal Information. Givsly shall maintain appropriate physical, technical and organizational measures designed to protect the security, confidentiality, and integrity of Client Personal Information. In the event of any (i) unauthorized acquisition, alteration, or disclosure of Client Personal Information that requires notification to an individual, government or regulatory body, or law enforcement authority under Data Protection Laws, or (ii) breach of Data Protection Laws with respect to Client Personal Information, Givsly shall notify Client promptly.

Data Security Incident Management and Notification. Givsly shall maintain security incident management policies and procedures, and if at any time Givsly determines that there has been a Security Breach, Givsly shall promptly: (i) notify Client in writing of such Security Breach; (ii) investigate and take steps to remediate the Security Breach, and (iii) provide information regarding the specific Client Personal Information adversely impacted by the Security Breach as reasonably requested by Client.

INFORMATION PROVISION AND COOPERATION #

Audits and Assessments. If required of Givsly under applicable Data Protection Laws, Givsly shall reasonably cooperate with Client at Client’s expense, in relation to any audit of Givsly reasonably necessary to enable Client to comply with its obligations under Data Protection Laws (“Audit”), and shall seek the equivalent cooperation from relevant Subprocessors. Any Audit shall be: (i) subject to a mutually agreed upon scope; (ii) conducted by an independent third party who has signed a nondisclosure agreement with Givsly or the Subprocessor, as the case may be; and (iii) subject to the confidentiality obligations set forth in the Agreement. Client shall use reasonable endeavors to minimize any disruption caused to the Givsly’s (or, Subprocessor’s, as the case may be) business activities as a result of an Audit. Audits shall take place no more than once in any calendar year except as otherwise required of Givsly under applicable Data Protection Laws. In addition, if required of Givsly under applicable Data Protection Laws, Givsly shall allow Client to take reasonable and appropriate steps to (a) ensure that Givsly’s Use of Client Personal Information is consistent with Client’s obligations under applicable Data Protection Laws, and (b) stop and remediate unauthorized use of Client Personal Information. Any information disclosed in connection with an Audit shall be the Confidential Information of Givsly (and/or Subprocessor, as the case may be).

Data Protection Assessments. Upon Client’s request and to the extent required of Givsly under applicable Data Protection Laws, Givsly shall provide Client, at Client’s reasonable expense with the reasonably necessary information needed for Client to carry out a Data Protection Assessment related to Client’s use of the Services, to the extent that Client does not otherwise have access to the relevant information and that such information is reasonably available to Givsly.

RETURN AND DELETION OF DATA #

Givsly shall, on the written request of Client, return all Client Personal Information to Client and/or at Client’s request delete the same from its systems, except as otherwise permitted by applicable Data Protection Laws.

CHANGE IN DATA PROTECTION LAWS #

In the event of any change to or new Data Protection Law(s), the parties shall mutually agree upon any reasonably necessary amendments or revisions to this DPA.

ANNEX I to Statement of Work Exhibit 2 – Givsly DPA #

Details of Processing Activities

1. LIST OF PARTIES

Processor/Importer

Controller/Exporter

• Subject Matter of Processing of Client Personal Information.
• The subject matter of Processing of Client Personal Information is the provision of the Givsly Responsible Advertising, Responsible Marketing Platform Services and Events Services to Client.Duration of Processing of Client Personal Information.
  
  The duration of Processing of Client Personal Information is as set forth in the Agreement.
• Nature of Processing of Client Personal Information.
  
  Givsly will Process Client Personal Information solely within Givsly’s systems for the purposes of providing the Services to Client in accordance with Client’s instructions.
• Purpose of Processing of Client Personal Information.
  
  Client Personal Information will be Processed solely for the purposes expressly set forth in the Agreement.
• Types of Client Personal Information Processed (including any “sensitive” Client Personal Information).
  
  First and last name of Platform user, Donation Offer recipient or event participant. Business email address of Platform user, Donation Offer recipient or event participant. Business phone number of Platform user, Donation Offer recipient or event participant. Employment information (company, title, business address, zip, country, industry) of Platform user, Donation Offer recipient or event participant. Responsible Advertising Pixel Data
• Categories of Data Subjects included in the Processed Personal Information
  
  Client’s employees who have access to Givsly Responsible Marketing and/or Givsly Responsible Advertising Platforms or who attend an event in conjunction with Givsly Services.
  
  Data Subjects (i.e. Client’s clients, prospective clients, industry partners, nonprofit supporters, event attendees) who receive a Donation Offer or advertising created and distributed by Client or who attend an event and who upon accepting the Donation Offer or upon registering to an event provide Personal Information as defined in Section 5.

Annex II #

Technical and Organisational
Security Measures

Description of the technical and organizational measures implemented by the processor(s) / data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.