Donor Terms of Use

1. Contractual Relationship

These Terms of Use (“Terms”) govern your access or use, from within the United States and its territories and possessions, of the multi-sided digital platform (the “Platform”) and any related content or services (collectively, the “Services,” as more fully defined below in Section 3) made available in the United States and its territories and possessions by DonationDudes, LLC and its subsidiaries, representatives, affiliates, officers and directors (collectively, “DonationDudes”). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND DONATIONDUDES. In these Terms, the words “including” and “include” mean “including, but not limited to.”

By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you regarding the use of the Services.

Notwithstanding the foregoing, these Terms do not supersede or otherwise impact the enforceability of any agreements you may have with DonationDudes or its subsidiaries regarding driving, delivering and/or providing transportation and/or delivery services (e.g., the Third Party Terms and Conditions and/or any similar agreements). To the extent (but only to the extent) any agreement you may have with DonationDudes regarding driving, delivering and/or providing transportation and/or delivery services conflicts with these Terms, those agreements (and not these Terms) will prevail.

DonationDudes may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

DonationDudes may make changes to these Terms from time to time. If DonationDudes makes changes, it will provide you with notice of such changes, such as by sending an email, providing a notice through the Services, or updating the date at the top of these Terms. Unless DonationDudes says otherwise in its notice, the amended Terms will be effective immediately and your continued access to and use of the Services after DonationDudes provides such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using the Services.

DonationDudes’s collection and use of personal information in connection with the Services is described in DonationDudes’s Privacy Policy.

2. Arbitration Agreement

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against DonationDudes on an individual basis in arbitration as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against DonationDudes, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against DonationDudes by someone else.

(a) Agreement to Binding Arbitration Between You and DonationDudes

Except as expressly provided below in Section 2(b), you and DonationDudes agree that any dispute, claim or controversy in any way arising out of or relating to (i) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof, (ii) your access to or use of the Services at any time, (iii) incidents or accidents resulting in personal injury that you allege occurred in connection with your use of the Services, whether the dispute, claim or controversy occurred or accrued before or after the date you agreed to the Terms, or (iv) your relationship with DonationDudes, will be settled by binding arbitration between you and DonationDudes, and not in a court of law. This Agreement survives after your relationship with DonationDudes ends.

You acknowledge and agree that you and DonationDudes are each waiving the right to a trial by jury or to bring or to participate as a plaintiff or class member in any class, purported class, collective, coordinated, consolidated, or representative proceeding.

(b) Exceptions to Arbitration

Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of the following claims: (i) individual claims brought in small claims court so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; (ii) individual claims of sexual assault or sexual harassment occurring in connection with your use of the Services; and/or (iii) 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.

(c) Rules and Governing Law

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto.

(d) Process

Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and DonationDudes each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution. Notice of the dispute must include the party’s name, preferred contact information, a brief description of the dispute, and the relief sought. Notice to DonationDudes must be sent to DonationDudes, LLC, Attn: Legal Department, Portland, OR. Neither party shall initiate arbitration until 30 days after the notice is sent.

Initiating Arbitration. In order to initiate arbitration, a party must provide the other party with a written Demand for Arbitration and file the Demand with AAA as specified in the AAA Rules. A party initiating an arbitration against DonationDudes must send the written Demand for Arbitration to DonationDudes, LLC, Attn: Legal Department, Portland, OR.

(e) Location and Procedure

Unless you and DonationDudes otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and DonationDudes submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary.

(f) Arbitrator’s Decision

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. An Arbitrator’s decision shall be final and binding on all parties. If you prevail in arbitration you may seek an award of attorneys’ fees and expenses to the extent permitted under applicable law. DonationDudes will not seek, and hereby waives all rights DonationDudes may have under applicable law to recover attorneys’ fees and expenses if DonationDudes prevails in arbitration.

(g) Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

(h) Severability and Survival

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision shall be severed and the remaining provisions shall continue in full force and effect. This Arbitration Agreement shall survive the termination of your relationship with DonationDudes.

3. The Platform & Services

DonationDudes operates a multi-sided digital platform that is offered in a number of forms, including mobile and/or web based applications (“Applications”). Among other things, the DonationDudes Platform enables you to receive: (i) services rendered by DonationDudes that facilitate your connection to independent third party providers, including drivers and charities (“Third Party Providers”), for the purchase of services or goods, such as transportation, logistics and/or delivery services from those Third Party Providers; and (ii) any related content or services, including payment processing and customer support. The DonationDudes Platform and the DonationDudes content or services described in this Section are collectively referred to as “the Services”. Unless otherwise agreed by DonationDudes in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use.

License

Subject to your compliance with these Terms, DonationDudes grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by DonationDudes and DonationDudes’s licensors.

Restrictions

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by DonationDudes; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

Ownership

The Services and all rights therein are and shall remain DonationDudes’s property or the property of DonationDudes’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights in or related to the Services except for the limited license granted above. You agree that you will not use DonationDudes’s trademarks, service marks, or trade dress or any similar names, marks, or trade dress, aside from use incidental to your use of the Services, without express, written permission from DonationDudes.

4. Access and Use of the Services

Text Messaging and Telephone Calls

You agree that DonationDudes, LLC, and its subsidiaries, representatives, affiliates, officers and directors, may contact you by telephone or text messages (including by an automatic telephone dialing system and/or with an artificial or pre-recorded voice) at any of the phone numbers provided by you or on your behalf in connection with a DonationDudes account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving text messages from DonationDudes at any time by contacting [email protected].

User Provided Content

DonationDudes may, in DonationDudes’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to DonationDudes through the Services textual, audio, and/or visual content and information (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to DonationDudes, you grant DonationDudes a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and DonationDudes’s business and on third party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

User Feedback

As DonationDudes respects your rights to your ideas, please do not submit any confidential ideas, information, or suggestions in any form to DonationDudes or any of its affiliates. For any ideas, information, or suggestions you do submit, regardless of what your communication regarding your submissions says, you understand that your submissions are voluntary and the following terms shall apply: (i) your submissions and their contents will automatically become the property of DonationDudes, without any compensation to you; (ii) DonationDudes has no obligation to review your submissions; (iii) DonationDudes may implement and distribute any portion of your submissions and their contents for any purpose in any way, without any compensation to you; and (iv) DonationDudes has no obligation to keep your submissions confidential.

Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. DonationDudes does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

5. Payment

You understand that use of the Services may result in charges to you for the services or goods you receive (“Charges”). DonationDudes will enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will include applicable taxes where required by law. Charges may include other applicable fees including cancellation fees.

All Charges and payments will be enabled by DonationDudes using the preferred payment method designated in your Account, after which you will receive a receipt. If your primary payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that DonationDudes may use a secondary payment method, if available. Charges paid by you are final and non-refundable, unless otherwise determined by DonationDudes.

As between you and DonationDudes, DonationDudes reserves the right to establish or adjust Charges for any or all services or goods obtained through the use of the Services at any time. DonationDudes will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred regardless of your awareness of such Charges or the amounts thereof. You may elect to cancel your request for Services at any time prior to the commencement of such Services, in which case you may be charged a cancellation fee on a Third Party Provider’s behalf.

If you think a correction should be made to any Charge you incurred, you must let DonationDudes know in writing within 30 days after the Charge took place or DonationDudes will have no further responsibility and you waive your right to later dispute the amounts charged.

6. Disclaimers; Limitation of Liability; Indemnity

Disclaimer

Limitation of Liability

Indemnity

You agree to indemnify and hold DonationDudes and its affiliates and their officers, directors, employees, and agents harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) DonationDudes’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

7. Other Provisions

Choice of Law

These Terms shall be governed by and construed in accordance with the laws of the State of Oregon, U.S.A., without regard to the choice or conflict of law principles of any jurisdiction, except as may be otherwise provided in the Arbitration Agreement in Section 2 above or in supplemental terms applicable to your region.

Choice of Forum

Any dispute, claim or controversy arising out of or relating to these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, shall be brought exclusively in the state and federal courts of Oregon, notwithstanding that other courts may have jurisdiction over the parties and subject matter, except as may be otherwise provided by the Arbitration Agreement above or in supplemental terms applicable to your region.

Claims of Copyright or Trademark Infringement

Any claim of copyright infringement should be sent to DonationDudes’s Legal Department with notice sent to DonationDudes, LLC, Attn: Legal Department, Portland, OR. Email: [email protected].

Notice

DonationDudes may give notice by means of a general notice on or through the Services, electronic mail to the email address associated with your Account, telephone or text message to any phone number provided in connection with your Account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or at the time of sending (if sent by email, telephone, or on or through the Services). You may give notice to DonationDudes, with such notice deemed given when received by DonationDudes, at any time by first class mail or pre-paid post to DonationDudes, LLC, Attn: Legal Department, Portland, OR, or by email to [email protected].

General

You may not assign these Terms without DonationDudes’s prior written approval. DonationDudes may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of DonationDudes’s equity, business or assets; or (iii) a successor by merger. Any purported assignment by you in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, DonationDudes or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. DonationDudes’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by DonationDudes in writing.