Terms & Conditions
The Giving Step terms and conditions
Last Updated: January 7, 2025
1. ACCEPTANCE OF THE TERMS AND CONDITIONS
1.1. The Giving Step LLC and its affiliates (herein referred to as the “The Giving Step” or “Provider” or “we,” “us” or “our”) provides and makes available this web site (the “Site”). All use of the Site is subject to the terms and conditions contained in these Website Terms and Conditions (this “Agreement”). Please read this Agreement carefully. By accessing, browsing or otherwise using the Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse or use the Site. You understand and agree that your use of our products (“The Giving Step Products”) are subject to their own terms and conditions which can be found at https://www.TheGivingStep.com/terms-conditions. If you signed a separate agreement with The Giving Step governing specific The Giving Step Products, then that separate agreement shall govern. However, please note that your access to and use of the Site and any The Giving Step Products is also subject to The Giving Step’s Privacy Policy located at https://www.TheGivingStep.com/privacy-policy.
1.2. You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Site. The revised terms and conditions will become effective at the time of posting. Any use of the Site after such date shall constitute your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Site.
2. USE OF THE SITE
2.1 This Site and The Giving Step Products contain material, including but not limited to software, code, information, data, text, video, music, sound, photographs, graphics, messages, images and other materials (collectively referred to as “Content”). All Content that is not User Content (as defined below) is referenced herein as the “The Giving Step Content”. We may own The Giving Step Content or portions of The Giving Step Content may be made available to us through arrangements that we have with third-parties. The Giving Step Content is protected by United States and foreign copyright, patent, trademark, trade secret and/or other intellectual property laws. Unauthorized use of The Giving Step Content may result in violation of copyright, trademark, and other laws. You have no rights in or to The Giving Step Content, and you will not copy The Giving Step Content and will only access and use The Giving Step Content for your personal purposes. You will not collect, copy, frame, scrape, rent, lease, loan, sell, transfer, assign, license, sublicense, reverse engineer, reverse assemble or modify The Giving Step Content or reproduce, display, publicly perform, make a derivative work of or distribute The Giving Step Content. Without limiting the foregoing, you will not use The Giving Step Content in any way for any public or commercial purpose. The use or posting of any of The Giving Step Content on any other web site or computer network for any purpose is expressly prohibited. To the extent you modify or make any derivative work of The Giving Step Content, you hereby assign all right, title and interest in and to such modifications and derivative works to The Giving Step LLC and waive all rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like therein. If you violate any part of this Agreement, your right to access and/or use The Giving Step Content and Site shall automatically terminate.
2.2 The trademarks, service marks, and logos of The Giving Step (the “The Giving Step Trademarks”) used and displayed on this Site are registered and unregistered trademarks or service marks of The Giving Step. Other company, product, and service names located on the Site may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with The Giving Step Trademarks, the “Trademarks”). Nothing on this Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the prior written consent of The Giving Step specific for each such use. The Trademarks may not be used to disparage The Giving Step or the applicable third-party, The Giving Step’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without The Giving Step’s prior written consent. All goodwill generated from the use of any The Giving Step Trademark shall inure to The Giving Step’s benefit.
2.3 You agree not to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site, (d) delete or alter any material posted on the Site by The Giving Step or any other person or entity, or (e) frame or link to any of the materials or information available on the Site.
2.4 The Site contains links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact a representative of those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
2.5 Certain elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors. None of The Giving Step Content for this Site may be retransmitted without the express written consent from The Giving Step for each and every instance.
2.6 You may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to us with respect to the Site or The Giving Step Content. We shall have full discretion to determine whether or not to proceed with the development or implementation of any Feedback. You hereby grant The Giving Step a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.
2.7 You are solely responsible for all Content that you make available to The Giving Step, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Site (collectively, “User Content”). The following are examples of the kinds of Content and/or uses that are illegal or prohibited by The Giving Step. The Giving Step reserves the right to investigate and take appropriate legal action against anyone who, in The Giving Step’s sole discretion, violates this provision, including removing the offending Content from the Site, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Site to:
a) email or otherwise upload any Content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of The Giving Step, is objectionable or which restricts or inhibits any other person from using or enjoying the Site or any The Giving Step Product, or which may expose The Giving Step or its users to any harm or liability of any type;
b) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;
c) violate any applicable local, state, national, or international law, or any regulations having the force of law;
d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
e) solicit personal information from anyone under the age of 18;
f) harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
g) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
h) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
i) obtain or attempt to access or otherwise obtain any Content through any means not intentionally made available or provided for through the Site;
j) circumvent, remove, alter, deactivate, degrade, or thwart any of the Content protections in or geographic restrictions on any Content (including The Giving Step Content) available on or through the Service, including through the use of virtual private networks; or
k) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.
If you are blocked by The Giving Step from accessing the Site (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).
You represent and warrant that you own all right, title and interest in and to User Content you upload, including all copyrights and rights of publicity contained therein. You hereby grant The Giving Step a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Site and The Giving Step Products and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.
You acknowledge and agree that The Giving Step may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce this Agreement; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of The Giving Step, its users, or the public. You understand that the technical processing and transmission of the Site, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
2.8 The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. The Giving Step will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to The Giving Step’s Copyright Agent at legal@The Giving Steptech.com (subject line: “DMCA Takedown Request”). You may also contact us by mail:
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Attention: Copyright Agent
The Giving Step LLC
117 Marion Oak Dr
Summerville SC 29486
To be effective, the notification must be in writing and contain the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner‘s behalf.
If you believe that the relevant material that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such material, you may send a written counter-notice containing the following information to the Copyright Agent:
your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal courts located within the Federal District of South Carolina, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, The Giving Step will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at The Giving Step’s sole discretion.
In accordance with the DMCA and other applicable law, The Giving Step has adopted a policy of terminating, in appropriate circumstances and at The Giving Step ‘s sole discretion, members who are deemed to be repeat infringers. The Giving Step may also at its sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
3. SERVICES.
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3.1 General. All Services will be provided to Client according to these Terms and Conditions and one or more Orders or SOWs.
3.2 TGS Platform. Provider will provide Client, End Users and other users authorized by Client pursuant to the relevant Order with access to The Giving Step Platform (the “TGS Platform”), as may be more particularly set forth in one or more Orders. Certain TGS Platform, and related browser and operating system compatibility, may be more specifically described in such Order. During the Term and subject to Client’s compliance with these Terms and Conditions, Provider grants Client the worldwide, non-exclusive, non-transferable, non-assignable, and limited right and license to allow End Users to remotely access the TGS Platform located remotely in accordance with the terms hereof. Use of the TGS Platform may be further limited by terms and conditions contained in any applicable Order. Certain service levels related to the performance of the TGS Platform are more particularly described in the Service Level Agreement of Provider, which is located at https://thegivingstep.com/service-level-agreement/ and is incorporated herein by reference.
3.3 Support Services. Provider will provide customer care and Support Services to Client to the extent set forth in an Order or SOW, and (if applicable) the Service Level Agreement (“Support Services”). If a reported problem (or if Client otherwise requests assistance) is outside the scope of Support Services, Provider will notify Client to that effect and reserves the right, upon Client’s confirmation to move forward, to charge Client at Provider’s then-current standard hourly rates, for all associated work, for which Client agrees to pay Provider promptly upon receiving an invoice; provided, however, that Provider shall inform Client in advance of the possible incurrence of such fees and Client shall have pre-approved the same, in writing, prior to any such incurrence.
3.4 Maintenance. Client acknowledges that certain maintenance activities regarding the Services may be necessary or appropriate, from time to time, including bug fixes, software updates, feature updates, and the addition of new applications and new modules. In most instances, the Provider infrastructure is designed to support updates without the need to suspend the TGS Platform for an extended period of time. Provider has no obligation to provide notice to Client regarding such maintenance activities; provided, however, that Provider shall use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours.
3.5 Additional Services. To the extent that the same is expressly set forth in an Order or SOW, Client may be provided the option to receive or purchase: (1) integration and implementation services; (2) additional modules or features developed by Provider; and (3) additional modules or features available via third-party integration (collectively, the “Additional Services”). The delivery of and fees for the Additional Services will be as set forth in the applicable Order or SOW. Client must have an active subscription to the TGS Platform to access, use or receive Additional Services.
4. OWNERSHIP RIGHTS
4.1 For Provider. All title, ownership rights, and Intellectual Property Rights in and to the Provider Software, the TGS Platform, Additional Services, and all Provider Marks (and all Derivative Works and copies thereof) are and will remain owned by the Provider. Client acknowledges that the Provider Software in source code form remains Proprietary Information of Provider and that the source code is not licensed to Client by these Terms and Conditions or any SOW and will not be provided by Provider.
4.2 For Client. All title, ownership rights, and Intellectual Property in Materials that Client owns, and that Client uploads to Provider Software, will remain owned by Client. Provider shall be granted no rights and licenses therein, except to the extent necessary for the provision of Services by Provider to Client hereunder.
5. FEES AND PAYMENT TERMS
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5.1 Fees. Fees payable under these Terms and Conditions or any Order or SOW shall be in the amounts and payable on the terms set forth on the applicable Order or SOW and as otherwise set forth in Section 5.2 below. Except as otherwise may be set forth in an Order or SOW, all payments for fees shall be due in advance, within thirty (30) days from receipt by Client of an invoice for the same. After the Initial Term, and at the beginning of each Renewal Term thereafter, the fees for such upcoming Renewal Term shall remain the same as those applicable during the most recently completed billing cycle, except as the same may otherwise be agreed between the parties. All fees paid, and expenses reimbursed will be in the currency specified in the Order or SOW. Except as otherwise specified in the Order or SOW, payment must be done by check or ACH. If requested, Provider may elect in its sole discretion to accept a credit card, with an additional fee, as an additional valid payment method.
5.2 Expenses. For any Additional Services provided by Provider, Client will reimburse Provider for actual, reasonable travel, lodging, living, and other incidental expenses incurred; provided, however, that the same must be specifically agreed by the Parties, pre-approved by the Client in writing, and incurred in accordance with any Client policy on such matters which has been provided to Provider.
5.3 Late Payments. Provider may, at its option, suspend the Services, in whole or in part, if Provider does not receive all amounts due and owing under this Agreement, which are not reasonably in dispute, when due; provided, however, that it shall resume normal provision of Services promptly following the resolution of any such condition, in the event that the Agreement has not been terminated pursuant to the terms of Section 8.2.
5.4 Taxes. The fees and expenses due to Provider shall be paid free and clear of any deduction or withholding on account of taxes. Client shall be responsible for all sales, use, value-added, ad valorem or other taxes (including fees, tariffs, levies, duties or charges in the nature of a tax) imposed by any governmental entity upon the sale, use or receipt of the TGS Platform (other than taxes based solely on Provider’s income). If and when Provider has the legal obligation to collect such taxes, Provider will invoice Client the amount of such taxes, and Client will pay such amount, unless Client provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority. Client will provide Provider with official receipts issued by the appropriate taxing authority or such other evidence as is reasonably requested by Provider to establish that such taxes have been paid. The parties shall reasonably cooperate to more accurately determine each party’s tax liability and to minimize such liability to the extent legally permissible. For tax purposes, Client represents and warrants to Provider that the TGS Platform will be considered by the parties as delivered in the locations specified in the Order or SOW, or Client’s principal business address, if not otherwise specified in the Order or SOW.
5.5 No Deductions or Setoffs. All amounts payable to Provider will be paid by Client in full, and without any setoff, recoupment, counterclaim, deduction, debit or withholding, for any reason (other than any deduction or withholding of tax, as may be required by applicable law).
6. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES
PLEASE READ THIS TERMS CAREFULLY, AS IT CONTAINS AN AGREEMENT THAT YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST THE GIVING STEP ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
6.1 THE GIVING STEP (INCLUDING ALL AFFILIATES), AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “THE GIVING STEP PARTIES“), MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SITE OR THE GIVING STEP CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE GIVING STEP PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE SITE OR THE GIVING STEP CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE AND The Giving Step CONTENT AT YOUR OWN RISK.
THE GIVING STEP PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERROR FREE OR THAT THE SITE, ITS SERVER, OR THE GIVING STEP CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE GIVING STEP CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO THE GIVING STEP PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
THE SITE AND THE GIVING STEP CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. The GIVING STEP PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
6.2 IN NO EVENT SHALL ANY THE GIVING STEP PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE AND The Giving Step CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH THE GIVING STEP PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.3 SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE GIVING STEP PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
7. INDEMNIFICATION
To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless The Giving Step Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your User Content, your breach of this Agreement or your access to, use or misuse of The Giving Step Content or Site. The Giving Step shall provide notice to you of any such claim, suit, or proceeding. The Giving Step reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting The Giving Step’s defense of such matter.
7.1 Provider Indemnification.
(a) Provider shall indemnify, defend, and hold harmless Client and its officers and End Users against any third-party claim that (i) the Provider Software infringes any patent, copyright, or trademark, or misappropriates any trade secret (except for claims which are specifically excluded under the terms of Section 10.2), or (ii) Provider has violated Section 7.1 of these Terms and Conditions. If any Provider Software becomes, or, in Provider’s opinion, is likely to become, the subject of a claim of infringement, Provider may, at its sole option, (x) obtain for Client the right to continue using the Provider Software; (y) replace or modify the affected Provider Software so that it becomes non-infringing while providing substantially equivalent functionality; or (z) if such remedies are not available on commercially reasonable terms as determined by Provider, terminate the license or Subscription Services for the affected portion of the Provider Software and refund any prepaid subscription fees for the affected portion of the Provider Software.
(b) Notwithstanding any terms contained in this Section 10.1, Provider shall have no liability for infringement claims if the alleged infringement is based on or arises from (i) combination or use of the Provider Software with software or other materials not provided or recommended for use by Provider, (ii) the modification of the Provider Software by anyone other than Provider, or at Provider’s direction, (iii) the use of the Provider Software not in accordance with the Documentation or these Terms and Conditions, or (iv) the use of other than the then most current version of the Provider Software if the use of the most current version of the Provider Software would have eliminated the infringement, and Client was notified of and given a reasonable opportunity to use the most current version thereof.
7.2 Client Indemnification. Client will indemnify, defend, and hold harmless Provider against all
claims, actions or proceedings, arising out of any claim: (i) that any Client Software, Marks, or Materials provided by Client or its End Users or inputted into the Provider Software, or the permitted use of the same by Provider, infringes or violates any third party patent, copyright or trade secret right; (ii) related to taxes, fees, tariffs, levies, duties or charges imposed on Provider or any costs or expenses incurred by Provider as a result of Client’s failure to comply with its obligations under Section 5.4 (Taxes); or (iii) involving Client’s violation of Section 7.4 of these Terms and Conditions.
7.3 Indemnification Obligations. The indemnification provided in Sections 7.1 and 7.2 is conditioned on (i) the party to be indemnified (“Indemnified Party”) giving the indemnifying party (“Indemnifying Party”) prompt written notice of such claim; (ii) the Indemnified Party providing its full cooperation in the defense of such claim, if requested by the Indemnifying Party; and (iii) the Indemnified Party granting the Indemnifying Party the sole authority to defend or settle the claim. The Indemnified Party may engage legal counsel to monitor, but not control, any such claim at the Indemnified Party’s expense.
7.4 Requirement of Confidentiality.
Recipient agrees to hold the Proprietary Information disclosed by Disclosing Party in confidence and not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information disclosed by Disclosing Party to any third party, or utilize the Proprietary Information disclosed by Disclosing Party for any purpose whatsoever other than as expressly contemplated. Client acknowledges that the Provider Software and Documentation are the Proprietary Information of Provider. With regard to the Trade Secrets, the obligations in this Section 7.4 shall continue for so long as such information constitutes a trade secret under applicable law. With regard to the Confidential Information, the obligations in this Section 7.4 shall continue for the Term set forth in the Order or SOW and for a period of two (2) years thereafter. The foregoing obligations shall not apply if and to the extent that: (i) Recipient establishes that the information communicated was publicly known at the time of Recipient’s receipt or has become publicly known other than by a breach; (ii) prior to disclosure hereunder was already in the Recipient’s possession without restriction as evidenced by appropriate documentation; (iii) subsequent to disclosure hereunder is obtained by the Recipient on a non-confidential basis from a third party who has the right to disclose such information; or (iv) was developed by the Recipient without any use of any of the Confidential Information as evidenced by appropriate documentation. Notwithstanding anything to the contrary herein, if Recipient is ordered by an administrative agency or other governmental body of competent jurisdiction to disclose the Proprietary Information, then Recipient may disclose the requested Proprietary Information; provided however, that, Recipient shall first notify Disclosing Party prior to disclosure, if allowed by law, in order to give Disclosing Party a reasonable opportunity to seek an appropriate protective order or waive compliance with the terms hereof and shall disclose only that part of the Proprietary Information which Recipient is required to disclose.
8. TERM AND TERMINATION
8.1 Initial Term. These Terms and Conditions shall commence on the Effective Date indicated on the first-executed Order between Client and Provider. These Terms and Conditions shall continue through the Initial Term and through any Renewal Terms indicated thereon or amendments thereto, or any successive SOW executed between Client and Provider. Except as otherwise specified, these Terms and Conditions will automatically renew for additional periods equal to the expiring term, unless either party gives notice of non-renewal at least sixty (60) days before the end of the expiring term. Unless earlier terminated as provided herein, these Terms and Conditions shall continue in full force and effect until the termination or expiration of the Initial Term or last Renewal Term in effect (the “Agreement Term”).
8.2 Termination. The Giving Step reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site or The Giving Step Content at any time and for any reason without prior notice or liability. The Giving Step reserves the right to change, suspend, or discontinue all or any part of the Site, TGS Platform or The Giving Step Content at any time without prior notice or liability. Without prejudice to any other remedies and in addition to any other termination rights herein, the parties shall have the right to terminate these Terms and Conditions, and any Order or SOW executed hereunder, as provided below:
(a) By either party if the other party commits a material breach of these Terms and Conditions and such breach remains uncured thirty (30) days after written notice of such breach is delivered to such other party;
(b) By either party if the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws, laws of debtor’s moratorium or similar laws; or
(c) By Provider if any amounts owed remain unpaid for more than fifteen (15) days following written notice of such unpaid amounts being delivered to Client.
8.3 Effect. Upon termination for any reason, all rights and licenses granted by Provider to Client will immediately cease. Upon any Client’s prompt request, Provider shall make Client’s Materials reasonably available to it for a period of thirty (30) days. Upon any duly effected termination by Client pursuant to Section 8.2(a) or (b), Provider shall promptly refund any pre-paid but unearned fees to Client.
8.4 Survival. Termination of these Terms and Conditions or any Order or SOW will not affect the provisions regarding Provider’s or Client’s treatment of Confidential Information and Trade Secrets, provisions relating to the payments of amounts due, indemnification provisions, the provisions of Section 13, and provisions limiting or disclaiming Provider’s liability, each of which shall expressly survive such termination.
9. USER MUST COMPLY WITH APPLICABLE LAWS
9.1 This Site is hosted in the United States. We make no claims concerning whether The Giving Step Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site or The Giving Step Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
9.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of The Giving Step Content to countries or persons prohibited under the export control laws. By downloading The Giving Step Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of The Giving Step Content.
10. U.S. GOVERNMENT RESTRICTED RIGHTS
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The Giving Step Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Site or The Giving Step Content by the Government constitutes acknowledgement of our proprietary rights in the Site and The Giving Step Content.
11. MISCELLANEOUS
This Agreement is governed by the internal substantive laws of the State of South Carolina, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts located in South Carolina. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of The Giving Step to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against The Giving Step unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by The Giving Step and you, this Agreement constitutes the entire Agreement between you and The Giving Step with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Site might be publicly accessible. Important and private information should be protected by you.
12. CLASS ACTION WAIVER
YOU AND The Giving Step AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE GIVING STEP AGREE OTHERWISE, THE APPLICABLE COURT OF COMPETENT JURISDICTION MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE APPLICABLE COURT OF COMPETENT JURISDICTION MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE APPLICABLE COURT OF COMPETENT JURISDICTION MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
13. GENERAL.
13.1 Authority. Each party and signatory thereof represents and warrants that it has the legal power and authority to enter into these Terms and Conditions and any Order or SOW. When executed and delivered by both parties, any Order or SOW, and these Terms and Conditions, will collectively constitute the legal, valid and binding obligations of such party, enforceable against such party in accordance with its terms.