DEED TERMS OF USE

1. General

These Terms of Use (these “Terms“) govern the access or use by you, an individual, from within the United States and its territories and possessions, of applications, websites, content, products, and services (the “Services“) made available in the United States and its territories and possessions by Go Deed Inc. (“Deed“). PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Deed. 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. In these Terms, the words “including” and “include” mean “including, but not limited to.” Deed 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.

Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in region-specific disclosures or in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

Deed may amend the Terms related to the Services from time to time. Amendments will be effective upon Deed’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Our collection and use of personal information in connection with the Services is as provided in Deed’s Privacy Policy located at www.godeed.nyc/privacy.

2. The Services

The Services constitute a technology platform that enables users of Deed’s mobile applications or websites provided as part of the Services (each, an “Application“) to locate, learn about, and schedule volunteer opportunities with organizations in need of such volunteer services. Unless otherwise agreed by Deed in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT DEED DOES NOT PROVIDE VOLUNTEER SERVICES, OR PROVIDE VOLUNTEERING OPPORTUNITIES, IN ANY WAY. VOLUNTEERS ARE SOLELY RESPONSIBLE FOR PROVIDING THEIR SERVICES TO A VOLUNTEER ORGANIZATION, AND VOLUNTEER ORGANIZATIONS ARE SOLELY RESPONSIBLE FOR THE HOSTING OF ANY VOLUNTEERS.

License

Subject to your compliance with these Terms, Deed grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable 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 Deed and Deed’s licensors, as applicable.

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 Deed in writing; (iii) decompile, reverse engineer or disassemble the Services; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or 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.

Provision of the Services

If you are using the Services to find volunteering opportunities (a “Volunteer”), your correspondence and/or ensuing relationship with nonprofit and public service organizations, volunteers, partners, advertisers, sponsors or other third parties found on or through the Services (an “Organization“), including posting or acceptance of volunteer opportunities, and any other terms or conditions associated with such dealings, are solely between Volunteer and the Organization(s) you choose to deal with. YOU AGREE THAT DEED WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, COST, DAMAGE, OR OTHER LIABILITY OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT OF THE PRESENCE OF SUCH PARTIES ON THE SERVICES AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIMS AGAINST DEED ARISING FROM OR RELATED TO YOUR RELATIONSHIP WITH AN ORGANIZATION.

If you are using the Services to find Volunteers to fill volunteer opportunities, your correspondence or ensuing relationship with the Volunteers found on or through the Services, and any other terms or conditions associated with such dealings, are solely between you and the Volunteer. YOU AGREE THAT DEED WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, COST, DAMAGE, OR OTHER LIABILITY OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT OF THE PRESENCE OF SUCH PARTIES ON THE SERVICES AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIMS AGAINST DEED ARISING FROM OR RELATED TO YOUR RELATIONSHIP WITH A VOLUNTEER.

Third Party Services and Content

The Services may be made available or accessed in connection with third party services and content (including advertising) that Deed does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Deed does not endorse such third party services and content and in no event shall Deed be responsible or liable for any products or services of such third party providers.

Ownership

The Services and all rights therein are and shall remain Deed’s property or the property of Deed’s licensors, as applicable. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Deed’s company names, logos, product and service names, trademarks or services marks or those of Deed’s licensors.

3. Your Use of the Services

User Accounts

In order to use most aspects of the Services, you must register for and maintain an active user Services account (“Account“), which will reflect your role as either an Organization or a Volunteer. You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Deed certain personal information, such as your name, mobile phone number, date of birth, and gender. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Services or Deed’s termination of these Terms with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Deed in writing, you may only possess one Account.

User Requirements and Conduct

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to access the Services on your behalf. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to an Organization or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

User Provided Content

Deed may, in Deed’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Deed through the Services textual, audio, and/or visual content and information, including but not limited commentary and feedback related to the Services, user profiles, and initiation of support requests (“User Content“). Any User Content provided by you remains your property. However, by providing User Content to Deed, you grant Deed a worldwide, perpetual, irrevocable, transferrable, 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 Deed’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.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Deed the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content, nor Deed’s use of the User Content as permitted herein, will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Deed in its sole discretion, whether or not such material may be protected by law. Deed may, but shall not be obligated to, review, monitor, or remove User Content, at Deed’s sole discretion and at any time and for any reason, without notice to you.

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 a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Deed 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.

4. Disclaimers; Limitation of Liability; Indemnity.

DISCLAIMER

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DEED DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, DEED MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. DEED DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ORGANIZATIONS, VOLUNTEERS, OR VOLUNTEER OPPORTUNITIES. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY

DEED SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF DEED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DEED SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY, OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES, OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY VOLUNTEER OR ORGANIZATION, EVEN IF DEED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DEED SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND DEED’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT DEED IS LIMITED TO A TECHNOLOGY PLATFORM THAT FACILITATES THE CONNECTION BETWEEN VOLUNTEERS WITH VOLUNTEER OPPORTUNITIES AND ORGANIZATIONS, AND THAT DEED SHALL HAVE NO OBLIGATIONS TO ORGANIZATIONS OR VOLUNTEERS WITH RESPECT TO THE INTERACTION BETWEEN SUCH PARTIES. IN NO EVENT SHALL DEED’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

DEED’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE VOLUNTEER SERVICES BETWEEN VOLUNTEERS AND ORGANIZATIONS, AS APPLICABLE, BUT YOU AGREE THAT DEED HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SUCH SERVICES PROVIDED FOR YOU OR BY YOU, OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 4 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

Indemnity

You agree to indemnify and hold Deed and its officers, directors, employees, shareholders, and agents harmless from any and all claims, demands, losses, liabilities, 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) Deed’s use of your User Content; or (iv) your violation of the rights of any third party.

5. Other Provisions

These Terms constitute the entire and exclusive and final statement of the agreement between you and Deed with respect to the subject matter hereof, and govern your use of the Services, superseding any prior agreements or negotiations between you and Deed with respect to the subject matter hereof. The Terms and the relationship between you and Deed shall be governed by the laws of the State of New York, without giving effect to any choice of laws or principles that would require the application of the laws of a different country or state. Any legal action, suit or proceeding arising out of or relating to the Terms, or your use of the Services, must be instituted exclusively in the federal or state courts located in New York, New York and in no other jurisdiction. You further consent to personal jurisdiction and exclusive venue in, and agree to service of process issued or authorized by, any such court. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect. These Terms cannot be transferred or assigned by you without Deed’s prior written consent. We may change the Terms or the Deed Privacy Policy, from time to time. These Terms can only be modified upon Deed’s written agreement.

Effective Date: September 30, 2016