Last updated 3rd July 2018
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS AND REMEDIES. THESE INCLUDE VARIOUS EXCLUSIONS AND LIMITATIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
It's important GivYoers (defined below) become familiar with how the laws work in the localities in which they operate and/or ship to. Whilst these laws can be confusing most government bodies are happy to help and make sure everything is in order. This may involve, among others, registering your business, obtaining commercial operator permits, having public liability insurance, submitting a VAT sales tax declaration. Penalties may include fines or other enforcement. GivYo is working hard to find ways and tools to make this easier, but in no way should be deemed to be providing legal advice; if in doubt you should seek independent legal advice.
By accepting our Terms of Service and activating a listing, you certify you will follow your local regulations and laws.
If you are using the Platform or Services you are contracting with GivYo Ltd, with respect to use of the GivYo Site, Application or Services, and with GivYo Payments Ltd. with respect to any payments or payouts from or to you conducted through the Platform or Services. (GivYo Ltd, GivYo and GivYo Payments Ltd. (the last one solely with respect to payments and payouts related activity) are each hereinafter referred to as "GivYo", "we", "us", or "our"). GivYo Payments Ltd. shall individually and collectively, as appropriate, be referred to herein as "GivYo Payments". GivYo is head-quartered and registered in England (Company Number 08828780), The Limes, Upper Brighton Road, LONDON, KT6 6LS. VAT Number GB 179 9827 28.
GivYo operates an online community marketplace and platform, whether through our website at https://www.givyo.co and other websites through which GivYo makes the Services available, or our mobile applications (collectively, the "Platform”), that helps people live a life less ordinary, where they can create, list, discover and request unique experiences and gift ideas from nearby and around the world, (collectively, the "Services"). By using the Platform, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service ("Terms"), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Platform and Services and all Collective Content (defined below), and your participation in the Referral Program (defined below), and constitute a binding legal agreement between you and GivYo. Please also read carefully our Privacy Policy at https://www.givyo.co/terms/privacy_policy. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Platform or Services. Failure to use the Platform or Services in accordance with these Terms may subject you to civil and criminal penalties.
THE PLATFORM AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH GIVYOERS MAY CREATE LISTINGS AND RECIPIENTS MAY LEARN ABOUT AND REQUEST ITEMS AND RESERVATIONS DIRECTLY WITH THE GIVYOER. YOU UNDERSTAND AND AGREE THAT GIVYO IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN GIVYOERS AND RECIPIENTS, NOR IS GIVYO A BROKER, TOUR OPERATOR, AGENT OR INSURER. GIVYO HAS NO CONTROL OVER THE CONDUCT OF GIVYOERS, RECIPIENTS AND OTHER USERS OF THE PLATFORM AND SERVICES OR ANY ACTIVITY, ACCOMMODATION OR ITEM, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
"GivYoer" means a Member who creates a Listing via the Platform. "GivYo Content" means all Content that GivYo makes available through the Platform or Services, including any Content licensed from a third party, but excluding Member Content. "Output" means any item, tour, activity, experience, accommodation or event the GivYoer operates or distributes. "Output Request" are commenced by using, pressing, touching, or selecting the Book It, or, Personalise It options on a Listing page. "Output Request Period" means the time period starting from the time when an Output is requested by a Recipient (as determined by GivYo in its sole discretion), within which a GivYoer may decide whether to confirm or reject that request, as stated on the Platform or Services. Output Request Periods may apply in different places. "Collective Content" means Member Content and GivYo Content. "Content" means text, graphics, images, music, software (excluding the Application), video, audio, information or other materials. "Recipient" means a Member who requests from a GivYoer an Output via the Platform or Services, or a Member who participates or receives something listed on GivYo that was initiated on GivYo. "Listing" means an Output, and multiples there of, that is listed by a GivYoer as available via the Platform and Services. "Member" means a person who completes GivYo's account registration process, including but not limited to GivYoers and Recipients, as described under "Account Registration" below. "Member Content" means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Listing or Member profile to be made available through the Platform or Services. "Tax" or "Taxes" mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), transient occupancy taxes, tourist or other visitor taxes, accommodation or lodging taxes, fees (such as convention centre fees) that providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
Certain areas of the Platform (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Platform, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Platform, Services, or Collective Content.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE PLATFORM OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE PLATFORM OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE PLATFORM. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PLATFORM, SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
Modification GivYo reserves the right, at its sole discretion, to modify the Platform or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If GivYo modify these Terms, GivYo will either post the modification on the Platform or otherwise provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms. By continuing to access or use the Platform or Services after we have posted a modification on the Platform or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Platform and Services.
Eligibility The Platform and Services are intended solely for persons who are 18 or older. Any access to or use of the Platform or Services by anyone under 18 is expressly prohibited. By accessing or using the Platform or Services you represent and warrant that you are 18 or older.
How the Platform and Services Work The Platform and Services can be used to facilitate the listing and requesting of various Output types. Such Outputs are included in Listings on the Platform and Services by GivYoers. You may view Listings as an unregistered visitor to the Platform and Services; however, if you wish to request an Output or create a Listing, you must first register to create a GivYo Account (defined below).
As stated above, GivYo makes available an online platform or marketplace with related technology for Recipients and GivYoers to meet online and make arrangements for Outputs directly with each other. GivYo is not a seller of items, owner or operator of venues or transportation or travel services. Unless explicitly specified otherwise in the GivYo platform, GivYo's responsibilities are limited to: (i) facilitating the availability of the Platform and Services, (ii) serving as the limited payment collection agent of each GivYoer for the purpose of accepting payments from Recipients on behalf of the GivYoer and (iii) administrating and issuing GivYo Infinity Multi-Purpose Vouchers, refer to https://www.givyo.co/terms/infinity-vouchers.
PLEASE NOTE THAT GIVYO CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY LISTINGS. GIVYO IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS. ACCORDINGLY, ANY OUTPUT REQUESTS WILL BE MADE OR ACCEPTED AT THE MEMBER'S OWN RISK. THIS DO NOT LIMIT OR AFFECT YOUR STATUTORY RIGHTS.
Account Registration In order to access certain features of the Platform, and to make a request or create a Listing, you must register to create an account ("GivYo Account") and become a Member. You may register to join the Services directly via the Platform or as described in this section.
You can also register to join by logging into your account with certain third-party social networking sites ("SNS") (including, but not limited to, Google and Facebook; each such account, a "Third-Party Account"), via our Platform, as described below. As part of the functionality of the Platform and Services, you may link your GivYo Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to GivYo through the Platform or Services; or (ii) allowing GivYo to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to GivYo and/or grant GivYo access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating GivYo to pay any fees or making GivYo subject to any usage limitations imposed by such third-party service providers. By granting GivYo access to any Third-Party Accounts, you understand that GivYo will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the Site, Services and Application via your GivYo Account and GivYo Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your GivYo Account on the Site, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or GivYo's access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Platform and Services. You have the ability to disable the connection between your GivYo Account and your Third-Party Accounts, at any time, by accessing the "Settings" section of the Platform. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. GivYo makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and GivYo is not responsible for any SNS Content.
Your GivYo Account and your GivYo Account profile page will be created for your use of the Platform based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active GivYo Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. GivYo reserves the right to suspend or terminate your GivYo Account and your access to the Platform and Services if you create more than one (1) GivYo Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your GivYo Account, whether or not you have authorized such activities or actions. You will immediately notify GivYo of any unauthorized use of your GivYo Account.
Listings As a Member, you may create Listings. Listings will be made publicly available via the Platform and Services. You understand and agree that once a Recipient requests an Output of yours, you may not request the Recipient to pay a higher price than in the original request.
You acknowledge and agree that you alone are responsible for any and all Listings and Member Content you post. Accordingly, you represent and warrant that any Listing you post and the fulfilment of an Output featured in a Listing you post (i) will not breach any agreements you have entered into with any third parties, and (ii) will (a) be in compliance with all applicable laws (such as public and product liability laws), Tax requirements, and rules and regulations that may be applicable to Listing you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties. Please note that GivYo assumes no responsibility for a GivYoer's compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. GivYo reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that GivYo, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or GivYo's then-current Policies and Community Guidelines, or otherwise harmful to the Platform or Services.
If you are a GivYoer, you understand and agree that GivYo does not act as an insurer or as your contracting agent. If a Recipient requests an Output you offer, any agreement you enter into with such Recipient is between you and the Recipient and GivYo is not a party to it. Notwithstanding the foregoing, GivYo Payments serves as the limited authorized payment collection agent of the GivYoer for the purpose of accepting, on behalf of the GivYoer, payments from Recipients of such amounts stipulated by the GivYoer. You acknowledge and agree that, as a GivYoer, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who represent you during fulfilment or in communications with Recipients.
GivYo does not endorse any Member or any listing on GivYo. Members are required by these Terms to provide accurate information, and although GivYo may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, GivYo does not make any representations about, confirm, or endorse any Member or the Member's purported background, identity or competence.
Any references in the Platform or Services to a Member being "verified" or "connected" (or similar language) only indicate the Member has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by GivYo about any Member, including of the Member's identity and whether the Member is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Platform and Services. GivYo recommends you always exercise due diligence and care when deciding whether to make or accept a request with any other Member.
By using the Platform or Services, you agree any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from GivYo with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Platform and Services regarding any Output requests, fulfilments or Listings made by you. This limitation shall not apply to any claim by a GivYoer against GivYo regarding the remittance of payments received from a Recipient by GivYo on behalf of a GivYoer, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability".
Key definitions "Listing Price" means the amounts that are due and payable by a Recipient in exchange for that Recipient receiving an Output such as an item, or participating in an experience. The GivYoer alone, and not GivYo, is responsible for the Listing Price for his or her Listing, subject to the Rounding Off provisions (defined below). The GivYoer may in his or her sole discretion decide to include in these amounts (i) a delivery fee or any other fee permitted on the GivYo platform, or (ii) Taxes that the GivYoer determines that he or she has to collect. "Service Fees" means the fee GivYo charges a GivYoer for the use of the Services, which is calculated as a percentage of the applicable Listing Type. The Service Fees will be displayed to the GivYoer when the GivYoer is asked whether to confirm or reject an Output Request from a prospective Recipient. "Side-Order Fees" means any additional services provided by GivYo to the purchaser, such as gift card premium personalisation. VAT must be paid on any Side-Order Fees and is calculated according to the rate in recipients' local country of residence, based on the selection when you enter payment information. "Total Fees" is the combined total of the Listing Price, and any Side-Order Fees.
If you are a GivYoer and a Request is made for your Output via the Platform or Services, you will be required to either confirm or reject the Request within the Request Period, otherwise the Request will automatically expire. If you are unable to confirm or decide to reject a request within the Request Period, any amounts collected by GivYo for the request will be refunded to the applicable Recipient's credit/debit card and any pre-authorization will be released.
GivYo Payments will collect the Listing Price at the time of confirmation (i.e. when the GivYoer confirms the Output request) and will initiate payment of the Listing Price (less GivYo's Service Fee and any Taxes in respect of the Service Fees, such as VAT in Europe) to the GivYoer within 24 hours of when the Recipient arrives at the Venue or the Item is dispatched (except to the extent that a refund is due to the Recipient). The time it takes for the GivYoer to receive payouts may depend upon the payout method chosen by the GivYoer. Some methods involve the use of third-party payment processors, who may impose their own additional charges for the use of their services on the GivYoer, including by deducting their charges from the payout amount.
If you owe or agree to pay any amount via GivYo Payments to GivYo (whether as a result of your requests or actions as a Recipient or otherwise), then GivYo Payments may (but is not obliged to) withhold the amount owing to GivYo from any payout amounts due to you as a GivYoer, and use the withheld amount to set-off the amount owed by you to GivYo. If GivYo Payments does so, then your obligation to pay GivYo will be extinguished to the extent of the amount withheld by GivYo Payments, and GivYo will cease to owe to you any obligations (including, but not limited to, any obligation to pay you) with respect to the amount withheld. In addition to the amount due, if your account is delinquent or you otherwise have chargebacks on your account, you may be charged fees that are incidental to our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees, or other third party charges. You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to GivYo by you. Such communication may be made by GivYo or by anyone on its behalf, including but not limited to a third party collection agent.
Each GivYoer hereby appoints GivYo Payments as the GivYoer's limited payment collection agent solely for the purpose of accepting the Listing Price from Recipients.
Each GivYoer agrees that payment made by a Recipient through GivYo Payments, shall be considered the same as a payment made directly to the GivYoer, and the GivYoer will make the Output available to the Recipient in the agreed-upon manner as if the GivYoer has received the Listing Price. Each GivYoer agrees that GivYo may, in accordance with the cancellation policy selected by the GivYoer and reflected in the relevant Listing, (i) permit the Recipient to cancel and (ii) refund (via GivYo Payments) to the Recipient that portion of the Listing Price specified in the applicable cancellation policy. Each GivYoer understands that as GivYo Payments accepts payments from Recipients as the GivYoer's limited payment collection agent and that GivYo Payments' obligation to pay the GivYoer is subject to and conditional upon successful receipt of the associated payments from Recipients. GivYo does not guarantee payments to GivYoers for amounts that have not been successfully received by GivYo Payments from Recipients. In accepting appointment as the limited authorized agent of the GivYoer, GivYo Payments assumes no liability for any acts or omissions of the GivYoer.
GivYoers, not GivYo, are solely responsible for honouring any confirmed requests and making available any subsequent Outputs through the Platform and Services. If you, as a Recipient, choose to enter into a transaction with a GivYoer for the requesting of an Output, you agree and understand that you will be required to enter into an agreement with the GivYoer and you agree to accept any terms, conditions, rules and restrictions associated with such Output imposed by the GivYoer. You acknowledge and agree that you, and not GivYo, will be responsible for performing the obligations of any such agreements, that GivYo is not a party to such agreements, and that, with the exception of its payment obligations hereunder, GivYo disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that GivYo is not a party to the agreement between you and the GivYoer, GivYo Payments acts as the GivYoer's payment collection agent for the limited purpose of accepting payments from you on behalf of the GivYoer. Upon your payment of the Listing Price to GivYo Payments, your payment obligation to the GivYoer for the Listing Price is extinguished, and GivYo Payments is responsible for remitting the Listing Price (less the Service Fees and any Taxes in respect of the Service Fees, such as VAT in Europe), in the manner described in these Terms. In the event that GivYo Payments does not remit any such amounts as described in these Terms, such GivYoer will have recourse only against such GivYo entity.
The Listing Price payable will be displayed to a Recipient before the Recipient sends a request to a GivYoer. As noted above, the GivYoer is required to either confirm or reject the Output request within the Output Request Period; otherwise, the requested output will be automatically cancelled. If a requested output is cancelled (i.e. not confirmed by the applicable GivYoer), any amounts collected by GivYo Payments will be refunded to such Recipient, depending on the selections the Recipient makes via the Platform, and any pre-authorization of such Recipient's credit card will be released, if applicable.
You as a Recipient agree to pay GivYo for the Listing Price for any Output requested in connection with your GivYo Account if such Output Requests are confirmed by the applicable GivYoer. In order to establish a pending Output the applicable GivYoer's confirmation of your requested Output, you understand and agree that GivYo Payments, on behalf of the GivYoer, reserve the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card for the Listing Price or (ii) charge your credit card a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which you are transacting (e.g. one euro or one British pound), to verify your credit card. As a general rule, GivYo Payments will collect the Listing Price due once GivYo receives confirmation of your Output Request from the applicable GivYoer; if necessary, the Listing Price may instead be collected at a later point. Please note that GivYo cannot control any fees that may be charged to a Recipient by his or her bank related to GivYo's collection of the Listing Price, and GivYo disclaims all liability in this regard.
In connection with your Output Request, you will be asked to provide customary billing information such as name, billing address and credit card information either to GivYo Payments or its third-party payment processor(s). You agree to pay GivYo Payments for any confirmed Outputs made in connection with your GivYo Account in accordance with these Terms by one of the methods described on the Platform, e.g. by PayPal or credit card. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the Output, either directly by GivYo Payments or indirectly, via a third-party online payment processor or by one of the payment methods described on the Platform. If you are directed to GivYo Payments' third-party payment processor(s), you may be subject to terms and conditions governing use of that third party's service and that third party's personal information collection practices. Please review such terms and conditions and privacy policy before using the services. Once your confirmed output transaction is complete you will receive a confirmation email summarizing your confirmed output.
In consideration for the use of GivYo's online marketplace and platform, GivYo charges the Service Fees. Where applicable, Taxes (such as VAT in Europe) may also be charged in respect of the Service Fees. GivYo Payments deducts the Service Fees from the Listing Price before remitting the balance to the GivYoer as described in these Terms.
Balances will be remitted by GivYo Payments to GivYoers via check, PayPal, direct deposit or other payment methods, as described on or via the Platform, in the GivYoer's currency of choice, depending upon the selections the GivYoer makes via the Platform and Services. Amounts may be rounded up or down as described in the "Rounding Off" section below.
Please note that GivYo Payments, may impose or deduct foreign currency processing costs on or from any payments or payouts by GivYo in currencies other than U.S. dollars, Canadian dollars, Euros, Pounds Sterling, Swedish Krona, Swiss Francs, Polish Zloty, AED Dirhams, SA Rand, Australian dollars and New Zealand dollars. More information on any such costs or deductions will be available via the Platform. More information on Services Fees can be found at www.givyo.co/help. Except as otherwise provided herein, Service Fees are non-refundable.
If, as a Recipient, you cancel your Output Request before the Output Request is confirmed by a GivYoer, GivYo Payments will cancel any pre-authorization to your credit card and/or refund any nominal amounts charged to your credit card in connection with the Output Request within a commercially reasonable time. If, as a Recipient, you wish to cancel a confirmed Output made via the Platform and Services, the cancellation policy of the GivYoer contained in the applicable Listing will apply to such cancellation. Our ability to refund the Listing Price and other amounts charged to you will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Platform.
If a GivYoer cancels a confirmed Output made via the Platform and Service, (i) GivYo Payments will refund the Listing Price for such Output to the applicable Recipient within a commercially reasonable time of the cancellation and (ii) the Recipient will receive an email or other communication from GivYo containing alternative Listings and other related information. If the Recipient requests an Output from one of the alternative Listings and the GivYoer associated with such alternative Listing confirms the Recipient's requested Output, then the Recipient agrees to pay GivYo the Total Fees relating to the confirmed request for the Output in the alternative Listing, in accordance with these Terms. If a GivYoer cancelled a confirmed request and you, as a Recipient, have not received an email or other communication from GivYo, please contact GivYo.
In certain circumstances, GivYo may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed booking made via the Platform and Services. This may be for reasons set forth in GivYo's Extenuating Circumstances policy or for any other reason. GivYo Payments may also determine, in its sole discretion, to refund to the Recipient part or all of the amounts charged to the Recipient in accordance with the Recipient Refund Policy. You agree that GivYo and the relevant Recipient or GivYoer will not have any liability for such cancellations or refunds.
If, as a GivYoer, your Recipient cancels a confirmed output or GivYo decides that it is necessary to cancel a confirmed output, and GivYo issues a refund to the Recipient in accordance with the Recipient Refund Policy or other applicable cancellation policies, you agree that in the event you have already been paid GivYo shall be entitled to recover the amount of any such Recipient refund from you, including by subtracting such refund amount out from any future Listing Price due to you.
GivYo may, in its sole discretion, round up or round down amounts that are payable from or to Recipients or GivYoers to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, pound, euro or other supported currency); for example, GivYo will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.
Some currencies are denominated in large numbers. In those cases, GivYo may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for GivYo to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.
GivYo will take steps to rectify any payment processing errors that we become aware of and any refunds. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount.
Tax regulations may require us to collect appropriate tax information from our GivYoers, or to withhold taxes from payouts to GivYoers, or both. For instance, IRS regulations stipulate that GivYo must collect an IRS Form W-9 from our US GivYoers, and an appropriate IRS Form W-8 (e.g. Form W-8BEN) from non-US GivYoers with at least one Listing in the US. You as a GivYoer are solely responsible for keeping the information in your tax forms current, complete and accurate. If you as a GivYoer fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold taxes from payments to you (e.g. where you are a US GivYoer and you fail to provide us with a completed IRS Form W-9), GivYo reserve the right in our sole discretion to freeze all payouts to you until resolution, to withhold such amounts as required by law, or to do both.
You as a GivYoer understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Listings. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. GivYo cannot and does not offer Tax-related advice to any Members.
Where applicable, or based upon request from a GivYoer, GivYo may issue a valid VAT invoice to such GivYoer.
You understand and acknowledge that appropriate governmental agencies, departments or authorities (the "Tax Authority") where your Output is located may require Taxes to be collected from Recipients or GivYoers on the amount paid for the Output, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, if in doubt you should seek independent legal advice on this. These taxes may be required to be collected and remitted as a percentage of the Listing Price set by GivYoers, or other variations, and are sometimes called "sales taxes", "transient taxes", value added taxes," or "tourist taxes" (hereafter, "Sales Taxes").
GivYo's online platform facilitates fulfilment between Recipients and GivYoers who may prefer to pay and to receive payments in different currencies, which may require foreign currency conversions to accommodate these differing currency preferences. Although the GivYo platform allows users to view the price of Listings in a number of currencies, the currencies available for users to make and receive payments may be limited, and may not include the default currency in any given geographic location.
Each foreign currency conversion is processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time. For example, if it costs US$125.00 to buy €100.00, the currency conversion rate of US dollars to Euros would be 1.25, and the currency conversion rate from Euros to US dollars would be 0.8. Currency conversion rates will vary from time to time.
"Display Currency" means the currency in which users view Listing prices on the GivYo platform. Recipients may choose and change the Display Currency in order to view the pricing for a Listing in a number of different supported currencies. "Output Currency" means the currency in which a Recipient has to pay for his or her Output. At the time the Recipient submits an output request, the GivYo platform will select the Output Currency, based on the Recipient's country of origin and the payment methods available for that country. GivYo supports only a certain number of currencies as Output Currencies. The Output Currency for an output may be different from the relevant Listing Currency. "Listing Currency" means the currency in which a Listing's price is set. The Listing Currency is set by the GivYoer. "Payout Currency" means the currency in which a GivYoer's payout will be paid to the GivYoer. The Payout Currency is set by the GivYoer. "Base Exchange Rate" means a system-wide rate used by GivYo for foreign currency conversion that is in effect at the time the foreign currency conversion is processed, and does not include any fee or mark-up by GivYo. GivYo establishes the Base Exchange Rate using data from one or more third parties such as OANDA (http://www.oanda.com). "Adjusted Exchange Rate" means a rate for foreign currency conversion that is calculated by adding a mark-up to the Base Exchange Rate. This mark-up represents a charge imposed by GivYo for its holding costs and foreign currency risks.
Foreign currency conversions on the GivYo platform
The Display Currency is different from the Listing Currency when a user views a Listing: GivYo will calculate the estimated Total Fees in the Display Currency, by applying either the Base Exchange Rate or the Adjusted Exchange Rate at the time of the view to the estimated Total Fees in the Listing Currency. The Adjusted Exchange Rate will be applied if the Display Currency is a supported Output Currency, and it is different from the Listing Currency. Otherwise, the Base Exchange Rate will be applied.
The Output Currency is different from the Listing Currency when a Recipient submits an Output request for a Listing: GivYo will calculate the Total Fees in the Output Currency, by applying either the Base Exchange Rate or the Adjusted Exchange Rate at the time of the output request to the Total Fees in the Listing Currency. The Recipient will be able to view the actual exchange rate applied. The Recipient Fee, which is a percentage of the applicable Listing Price, will be calculated based on the Listing Price in the Output Currency (i.e. after conversion from the Listing Currency). The Adjusted Exchange Rate will be applied if the Display Currency is the same as the Output Currency, and it is different from the Listing Currency for the Listing. Otherwise, the Base Exchange Rate will be applied.
The Payout Currency is different from the Listing Currency when GivYo initiates a payout: generally, GivYo will calculate the payout to the GivYoer, by applying the Base Exchange Rate on the date that GivYo initiates the payout to the Listing Price (less GivYo's Service Fees and any Taxes in respect of the Service Fees, such as VAT in Europe) in the Listing Currency. The GivYoer will be able to view the actual exchange rate applied in his or her transaction history in the Platform. In some cases where the payout method selected by the GivYoer involves certain third-party payment processors (such as Western Union), (i) GivYo will send the payout amount to the processor in a major currency (e.g. US dollars), by applying the relevant Base Exchange Rate for the Listing Currency to that major currency, (ii) the GivYoer will be able to view the payout amount sent by GivYo in that major currency in his or her transaction history in the Platform, and (iii) the processor will calculate the actual payout to the GivYoer by applying its own foreign currency conversion rate for that major currency to the Payout Currency.
When a confirmed output is modified or cancelled, and there had been a foreign currency conversion when the request was submitted: the foreign currency conversion for any additional payments required of the Recipient or any refund to the Recipient will be processed at the same rate as applied to the earlier payment by the Recipient.
When you as a Recipient submit an output request for a Listing, you will be able to view the actual exchange rate used to calculate the Total Fees in the Output Currency. Where the Adjusted Exchange Rate is applied, you will be able to view the mark-up included in the rate. The actual exchange rate (and any mark-up included in the rate) will also be stated in the billing receipt.
GivYo updates the Base Exchange Rate on a regular basis, but not on a real-time basis. In particular, GivYo does not always change the Base Exchange Rate immediately when its costs of foreign exchange change. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.
Please note that your payment company (for example, your credit or bank card issuer) will use a currency conversion rate for and may impose a currency conversion fee on your payout or payment, if your card or bank account is denominated in a currency that is different from the Output Currency or the Payout Currency respectively. Similarly, third-party payment processors may also use a currency conversion rate for or impose a currency conversion fee on your payout or payment. All of these currency conversion rates and fees are not controlled by or known to GivYo.
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Platform, Services and Collective Content. In connection with your use of the Platform, Services and Collective Content, you may not and you agree that you will not:
GivYo has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
GivYo may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against GivYo or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms and the GivYo GivYoer Guarantee, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of GivYo, its users, or members of the public. You acknowledge that GivYo has no obligation to monitor your access to or use of the Platform, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Platform and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. GivYo reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that GivYo, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform or Services.
You agree that GivYo's Privacy Policy (as may be updated from time to time) governs GivYo's use of your personal information.
The Platform, Services, and Collective Content are protected by copyright, trademark, and other laws of the UK and foreign countries. You acknowledge and agree that the Platform, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of GivYo and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Collective Content.
Our Services have different products and offerings, so sometimes additional terms or product requirements may apply to your use of those products. For example, additional terms apply if you refer new members to GivYo ("Referral Program"). If additional terms are available for the relevant product or Services you use, those additional terms become part of these Terms.
Subject to your compliance with these Terms, GivYo grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on each mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. GivYo reserves all rights in the Application not expressly granted to you by these Terms.
Subject to your compliance with the terms and conditions of these Terms, GivYo grants you a limited, non-exclusive, non-transferable license, to (i) access and view any GivYo Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by GivYo or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Platform and Services, you hereby grant to GivYo a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Platform and Services. GivYo does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Platform and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Platform and Services or you have all rights, licenses, consents and releases that are necessary to grant to GivYo the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or GivYo's use of the Member Content (or any portion thereof) on, through or by means of the Platform and the Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Platform and Services may contain links to third-party websites or resources. You acknowledge and agree that GivYo is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by GivYo of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
Some portions of the GivYo platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to Google's terms of use.
All trademarks, service marks, logos, trade names and any other proprietary designations of GivYo used herein are trademarks or registered trademarks of GivYo. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
GivYo encourage and welcome you to provide feedback, comments and suggestions for improvements to the Platform and Services ("Feedback"). You may submit Feedback by emailing GivYo, through the "Contact" section of the Platform, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of GivYo and you hereby irrevocably assign to GivYo and agree to irrevocably assign to GivYo all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At GivYo's request and expense, you will execute documents and take such further acts as GivYo may reasonably request to assist GivYo to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
GivYo respects copyright law and expects its users to do the same. It is GivYo's policy to terminate in appropriate circumstances the GivYo Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see GivYo's Copyright Policy for further information.
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your GivYo Account. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your GivYo Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform, Services, your GivYo Account, your Member Content, or receive assistance from GivYo Customer Service, (b) any pending or accepted future outputs as either GivYoer or Recipient will be immediately terminated, (c) we may communicate to your Recipients or GivYoers that a potential or confirmed output has been cancelled, (d) we may refund your Recipients in full for any and all confirmed outputs, irrespective of pre-existing cancellation policies, (e) we may contact your Recipients to inform them about potential alternate Outputs with other GivYoers that may be available on the Platform and Services, and (f) you will not be entitled to any compensation for outputs (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your GivYo Account. You may cancel your GivYo Account at any time via the "Cancel Account" feature of the Services or by sending us an email. Please note that if your GivYo Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Platform and Services, including, but not limited to, any reviews or Feedback.
IF YOU CHOOSE TO USE THE PLATFORM, SERVICES OR COLLECTIVE CONTENT OR PARTICIPATE IN THE REFERRAL PROGRAM, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT GIVYO DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, RECIPIENTS AND GIVYOERS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE PLATFORM, SERVICES, COLLECTIVE CONTENT AND REFERRAL PROGRAM ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, GIVYO EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. GIVYO MAKES NO WARRANTY THAT THE PLATFORM, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY OUTPUTS, OR THE REFERRAL PROGRAM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. GIVYO MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, OUTPUTS, GVYOERS, RECIPIENTS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE PLATFORM, SERVICES OR REFERRAL PROGRAM.
NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED FROM GIVYO OR THROUGH THE PLATFORM, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY GIVYOERS OR RECIPIENTS. YOU UNDERSTAND THAT GIVYO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR SERVICES OR TO REVIEW OR VISIT ANY VENUE. GIVYO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM OR SERVICES, INCLUDING, BUT NOT LIMITED TO, RECIPIENTS AND GIVYOERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY GIVYO. NOTWITHSTANDING GIVYO'S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE GIVYOERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM RECIPIENTS ON BEHALF OF THE GIVYOERS, GIVYO EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY RECIPIENT OR OTHER THIRD PARTY.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR ARRANGING OF ANY OUTPUTS VIA THE PLATFORM AND SERVICES, YOUR PARTICIPATION IN THE REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF GIVYO WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER GIVYO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, COLLECTIVE CONTENT OR THE REFERRAL PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, SERVICES, OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR FROM YOUR LISTING OR REQUESTING OF ANY OUTPUT VIA THE PLATFORM AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GIVYO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE GIVYOERS PURSUANT TO THESE TERMS, IN NO EVENT WILL GIVYO'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE PLATFORM AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR ARRANGING OF ANY OUTPUT VIA THE PLATFORM AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM AND IN CONNECTION WITH ANY OUTPUT OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR ARRANGEMENTS VIA THE PLATFORM AND SERVICES AS A RECIPIENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A GIVYOER, THE AMOUNTS PAID BY GIVYO TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GIVYO AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold GivYo and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Platform, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) booking of an Output, or (iii) creation of a Listing; (d) the use, condition or rental of an Output by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a rental, booking or use of a Output; and (e) your participation in the Referral Program.
The following applies to any Application downloaded from or accessed through the Apple App Store ("App Store Sourced Application"):
These Terms constitute the entire and exclusive understanding and agreement between GivYo and you regarding the Platform, Services, Collective Content, and any arrangements or Listings of Outputs made via the Platform and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between GivYo and you regarding arrangements or listings of Outputs, the Platform, Services, and Collective Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without GivYo's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. GivYo may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by GivYo (i) via email (in each case to the address that you provide) or (ii) by posting to or via the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
These Terms and your use of the Services will be interpreted in accordance with the laws of England and the United Kingdom, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a court located in London for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
The failure of GivYo to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of GivYo. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third party beneficiaries of these Terms for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to these Terms.
If you have any questions about these Terms or any App Store Sourced Application, please contact GivYo.
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