Terms of Use

Effective Date: August __, 2016

Welcome to Mahalo, where we are making the world a better place by powering charitable giving through the power of our advanced mobile technology! The App, the Website and the related services are operated by Mahalo to enable users to make donations to, and conduct fundraising activities for, any of the 1.8 million charities registered in the United States through the use of the App. Our goal is to provide you with a single place to manage and effect all of your charitable giving to any through our secure and easy-to-use platform.

Please read these Terms of Use (these “Terms of Use” or “Terms”) carefully, as they govern your use of the Mahalo charitable donation mobile application (the “App”) and the Mahalo Website located at (the “Website”) and related services (“Services”). The App and the Website are owned and operated by Mahalo Gives, LLC (“Mahalo”) on behalf of itself and The Mahalo Gives Foundation (the “Foundation”). The Foundation is a registered 501(c)3 donor advised fund charitable organization. Depending on the context, “we”, “us” or “Mahalo” may also refer to the Foundation. The App, the Website and the Services are sometimes referred to in these Terms of Use as the “Platform”.

By using the Site and viewing the Content, you indicate
We reserve the right to change the terms and conditions of the Terms of Use for any reason, at any time without prior notice, and you accept those modifications if you continue to use the Site. You should check the site frequently to see recent changes.

Your downloading and use of the App, access and use of the Website or use any of our services, constitutes your unconditional acceptance of these Terms of Use and our , which is incorporated herein by this reference, and your agreement to be legally bound by all terms, policies, and guidelines incorporated by reference in these Terms of Use. IF YOU DO NOT AGREE WITH THESE TERMS OF USE IN THEIR ENTIRETY, YOU MAY NOT USE THE PLATFORM. Please read these Terms of Use carefully, as they may have changed since your last visit.

Amendments

We may at our sole discretion change, add or delete portions of these Terms of Use at any time on a going-forward basis. Your continued use of the Platform following the effective date of any such changes to these Terms of Use constitutes your acceptance of any changes. It is your responsibility to check for any such changes to these Terms of Use.

Who We Are

Born out of our frustrations with the fragmented world of charitable giving online, we created Mahalo to be the single destination for all of your charitable donations. ”Mahalo” is an expression of deep thanks and gratitude in Hawaiian, and we believe it is the perfect word to associate with a modern business focused on increasing charitable donations around the world!

The Mahalo Gives Foundation is our affiliated registered 501(c)(3) donor advised fund through which all of your Donations are made using the Platform. By processing donations through the Foundation and eliminating costs normally associated with charitable donations, a greater percentage of your donations will reach your recommended Charity.

Our role is to help individuals raise money for charities through the power of the connected world, but Mahalo is not itself endorsing any particular Charity or Fundraising Event. Nor is Mahalo soliciting donations for any particular Charity or Fundraising Event.

Our role is to help individuals raise money for charities through the power of the connected world, but Mahalo is not itself endorsing any particular Charity or Fundraising Event. Nor is Mahalo soliciting donations for any particular Charity or Fundraising Event.

The Platform is available only to, and may only be used by, individuals who are 18 years or older and who can form legally binding contracts under applicable law. Individuals under the age of 18 can use the Platform only in conjunction with and under the supervision of a parent or legal guardian. In this case, the adult is the user and is responsible for any and all activities, subscribers and purchasers. In no event may individuals under the age of 13 use the Platform.

How Mahalo Works

Through the use of the Platform, you can make donations to, and conduct fundraising activities for, any of the 1.8 million charities registered in the United States with the Internal Revenue Service (each, a “Charity” and collectively, “Charities”). Once you download the App and create an account, making donations is as easy as a few taps of your mobile device.

After downloading the App, you will be asked to create an account with your name, email address, mobile phone number and certain other information. There is no fee to download the App. Once your account is created and verified, you will be able to make Donations or create Fundraising Events.

Donation Process

The Foundation is the initial recipient of all donations made through the Platform. The Foundation is a “donor-advised fund” meaning that it is a public charity that receives gifts from donors grants them on to other registered Charities (“Regrants”) based on recommendation at the time of your Donation (your “Recommendations”). The Foundation will Regrant your Donation to the Charity Recommended by you, less applicable payment processing fees and a small administrative fee. The full amount of your Donation to the Foundation is tax deductible. Generally, we will remit Regrants to Recommended Charities once per month, in the month following receipt of your Donation (for example, if we receive your Donation on June 10th, we would make the Regrant of your Donation in July).

In addition, while our goal is to follow your Recommendations in ever case, the Foundation must retain the exclusive authority, discretion, and legal control over all donations in order to comply with Federal tax laws, rules and regulations. However unlikely, in the event that the Charity you have selected is not eligible to receive a Regrant from the Foundation (e.g., due to lost IRS charity designation, suspicion of illegal activities or otherwise), we may select an alternate Charity to receive your Donation, in our discretion. In such event, we will use reasonable efforts to notify and work with you to identify the alternative Charity prior to making the Regrant.

If you make a donation through our Website or App but do not select a Charity to receive your donation, we will attempt to contact you at the last email address that you have on file. If, within twelve (12) months of receipt of your donation, we are unable to contact you or if you still do not provide a selection, we may select an alternate Charity to receive your donation.

In accordance with applicable law, Donations made through our Platform are non-refundable final charitable gifts to the Foundation. Please email us at in the event you notice any errors in the processing of your Donation. Please note that we are unable to address any errors once your Donation amount has been Regranted.

Payment

Mahalo will process all payments via the method selected by you at the time of Donation (credit card or bank transfer). We use a third party payment provider to handle payment processing. By providing Mahalo your credit card or other payment information, you are authorizing us to immediately process any payment you complete through the Platform.

Responsibility

If you choose to create an account with us, you will be asked to provide certain personal information, including your name, email address and mobile phone number. Our Privacy Policy located at describes how we collect, use and disclose any personal information that you provide to us. While we take reasonable steps to help ensure the safety of your personal information, such steps do not guarantee that the Platform are invulnerable to security breaches or immune from viruses, security threats or other vulnerabilities, which are risks you acknowledge and accept.

You acknowledge and agree that you will be responsible for all activities occurring under the mobile phone number and email address that you provide to us when you create your account, which includes, without limitation, all financial transactions. When you register on our Site, you are responsible for protecting your login and password from unauthorized use. We are not responsible for losses or damage caused by your failure to safeguard your login and password. You agree that if you become aware of any unauthorized use of your password, payment information or other security breach, you will notify us immediately by emailing so that we may take appropriate actions.

The Foundation files IRS Form 990 with the Internal Revenue Service on an annual basis and its financial statements will be audited annually by an independent certified public accountant. The Form 990 and audited financial statements will be available through the IRS or upon your request by emailing us at . Our initial Form 990 will be filed in 2017.

Federal law prohibits charities from promising or providing goods and services (e.g., tickets to events or raffles) in exchange for making a donation to a donor advised fund such as the Foundation.

Fundraising Events

You may use our Platform to participate in or to create and manage an event to raise funds for a specific Charity (a “Fundraising Event”). You may create a Fundraising Event for any of the Charities registered with the IRS.

In participating in, or organizing a Fundraising Event through our Services, you agree and acknowledge all of the following:

  • You will provide true, accurate, and complete information.
  • You are solely liable and responsible for all actions taken under your user account.
  • You do not have authority to act on behalf of, speak for, or obligate Mahalo in any manner, except to use our Services to raise funds through our App or the Website.
  • If you participate in or organize a fundraiser for a Charity, you are fundraising on our App or the Website solely at your own volition as an independent volunteer and that you will not be compensated by any other party for your fundraising activities you conduct on our App or the Website.
  • You will accurately promote any Charity events or activities only in accordance with these terms.
  • You will not sell any goods or services, including raffles or sweepstakes, in exchange for donations in accordance with these terms.

Your Promotion of Fundraising Events

You may create your own Fundraising Event through the Platform, whether or not sponsored or approved by the applicable Charity. Follow the steps set forth in the App or the Website to create your Fundraising Event.

You agree that neither Mahalo Gives, LLC, nor the Foundation, nor any of their affiliates, sponsors, endorses, authorizes, or approves of such Fundraising Events and they have no involvement in, or control over the planning, organization, or conducting of such Events. You acknowledge and agree that you take full responsibility to assume all risk in conducting such Events and soliciting participation. You may not promote any Fundraising Events in a manner that would give the appearance that it is organized, endorsed, and/or sponsored by the relevant Charity, unless you have that Charity’s express permission to do so.

Mahalo Website and App Content and Intellectual Property

The Platform and all intellectual property rights therein, including but not limited to copyright, trademark, patent, trade secrets, and proprietary information in all content that appears on the Platform, including derivative works thereof, and including but not limited to, information, text, data, graphics, images, photographs, logos, and other content generated in connection with the Services, associated technology and software, (collectively, "Mahalo Content"), are owned by Mahalo, the Foundation and/or their licensors. The Mahalo Content, as a whole and in part, are protected by copyright, trademark, service mark, trade name, and other intellectual property and proprietary rights, and all other applicable rights are reserved. No part of the Mahalo Content may be reprinted, republished, modified, or distributed in any form without Mahalo’s prior written consent. You may not, and you agree not to, reproduce, reverse engineer, decompile, disassemble, modify, transmit, sell, distribute, license or create derivative works with respect to any of the Mahalo Content.

Subject to all of these Terms of Use, Mahalo grants you a limited personal, non-transferable, non-exclusive, non-sublicensable right to access and use the Platform. You are solely responsible for your use of the App Platform. Mahalo does not warrant or represent that any part of the Platform will be error-free, uninterrupted, or secure.

Your Content

You may upload, post, and/or share information, text, data, photographs, audio, video, images, graphics, logos, symbols, documents, and other content (collectively, “User Content”). We permit you to input User Content into the Platform subject to your agreement to abide by the following standards of conduct: You shall not

  • Transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Mahalo.
  • Use a name or language that Mahalo, in its sole discretion, deems offensive.
  • Post defamatory statements.
  • Post hateful or offensive User Content or User Content that disparages any ethnic, racial, sexual, gender, religious, or other group.
  • Post User Content that depicts or advocates the use of illegal drugs.
  • Post User Content that characterizes violence as acceptable, glamorous or desirable.
  • Post User Content which infringes another's copyright, trademark or trade secret.
  • Post unsolicited advertising or unlawfully promote products or services.
  • Harass, threaten, stalk or intentionally embarrass or cause distress to another person or entity.
  • Impersonate another person.
  • Exploit children under 18 years of age.
  • Engage in disruptive activity such as sending multiple messages in an effort to monopolize the forum.
  • Introduce viruses, worms, Trojan horses and/or harmful code to the App or the Website.
  • Obtain unauthorized access to any computer system through the App or the Website.
  • Invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age).
  • Solicit personal information from children under 13 years of age.
  • Violate any federal, state, local, or international law or regulation.
  • Encourage conduct that would constitute a criminal or civil offense; or
  • Any other conduct that Mahalo determines to be inappropriate or illegal.

By uploading User Content, you represent and warrant that: (i) you own the User Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Use; (ii) the posting and use of your User Content on or through the Platform does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you post on or through the Platform; and (iv) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction.

You agree that Mahalo is not responsible for, and does not endorse, User Content posted within the Platform. Mahalo does not have any obligation to prescreen, monitor, edit, or remove any User Content. If your User Content violates these Terms of Use, you may bear legal responsibility for that User Content.

Third Party Sites

As part of the Services, there may be links from the Platform, or from communications you receive from Mahalo, to third-party web sites or features. There may also be links to third-party web sites or features in images or comments within the Platfrom.. Functionality on the Platform may also permit interactions between the Platform and a third-party web site or feature, including applications that connect the Platform or your profile on the Platform with a third-party web site or feature. For example, the Platform may include a feature that enables you to share Content from the Platform or your Content with a third party, which may be publicly posted on that third party's service or application. Using this functionality typically requires you to login to your account on the third-party service and you do so at your own risk. Mahalo does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that Mahalo is in no way responsible or liable for any such third-party services or features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE PLATFORM ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. You may choose, at your sole and absolute discretion and risk, to use applications that connect the Platform or your profile on the Platform with a third-party service (each, an "Application") and such Application may interact with, connect to or gather and/or pull information from and to your Platform profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information, you are consenting to information about your profile on the Service being shared; (ii) your use of an Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if Mahalo has not itself provided such information; and (iii) your use of an Application is at your own option and risk, and you will hold the Mahalo Parties (defined below) harmless for activity related to the Application.

Termination

We may terminate any Member’s account or access to the Platform, including, without limitation, at our sole discretion, for any reason and at any time, with or without prior notice. You agree that you have no recourse if we do so and that we are not liable to you or any third party for any termination of your access to the Platform, including without limitation for any refunds related to Donations. For example, but without limitation, if you violate these Terms of Use or our policies, or otherwise may harm our business interests, we may delete your account. We may also take steps to prevent certain users from re-registering with the Platform, at our sole discretion.

Mahalo may also terminate these Terms of Use immediately without cause in the event that Mahalo ceases to make available the Platform to users generally.

As a registered user of Mahalo, you may unsubscribe by choosing to unsubscribe as may be provided in applicable email correspondence. You may delete your account with Mahalo at any time.

Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER MAHALO, THE FOUNDATION, NOR THEIR RESPECTIVE EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE "MAHALO PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM; (B) THE MAHALO CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO MAHALO OR VIA THE PLATFORM. IN ADDITION, THE MAHALO PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE MAHALO PARTIES DO NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE MAHALO PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE MAHALO PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE MAHALO PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

THE MAHALO PARTIES DO NOT ENDORSE ANY USER CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY USER CONTENT.

Limitation of Liability; Waiver

UNDER NO CIRCUMSTANCES WILL THE MAHALO PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) THE MAHALO CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE MAHALO PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE PLATFORM; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE PLATFORM S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE MAHALO PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE MAHALO PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE MAHALO PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF MAHALO'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE MAHALO PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE MAHALO PARTIES.

BY ACCESSING THE PLATFORM, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

MAHALO IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

Indemnification

You (and also any third party for whom you operate an account or activity on the Platform) agree to defend (at Mahalo's request), indemnify and hold the Mahalo Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Mahalo in the defense of any claim. Mahalo reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Mahalo.

Arbitration

Except if you opt-out or for disputes relating to: (1) your or Mahalo's intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); (2) violations of provisions 13 or 15 of the Basic Terms, above ("Excluded Disputes"), you agree that all disputes between you and Mahalo (whether or not such dispute involves a third party) with regard to your relationship with Mahalo, including without limitation disputes related to these Terms of Use, your use of the Service, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you and Mahalo hereby expressly waive trial by jury. The arbitration will take place in New York, New York. Neither you nor Mahalo will participate in a class action or class-wide arbitration for any claims covered by this agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Mahalo is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Mahalo or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use.

You may opt out of this agreement to arbitrate. If you do so, neither you nor Mahalo can require the other to participate in an arbitration proceeding. To opt out, you must notify Mahalo in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:
Mahalo Gives, LLC, Attn: General Counsel, 81 Newtown Lane, Suite 360, East Hampton, NY 11937. You must include your name and residence address, the email address you use for your Mahalo account, and a clear statement that you want to opt out of this arbitration agreement.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with Mahalo.

Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with Mahalo must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

Governing Law & Venue

These Terms of Use are governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of these Terms of Use, the Excluded Disputes or if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with Mahalo exclusively in a state or federal court located in Delaware, and to submit to the personal jurisdiction of the courts located in Delaware County for the purpose of litigating all such disputes.

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. Mahalo's failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Mahalo reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Mahalo.

Entire Agreement

If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between you and Mahalo and governs your use of the Platform, superseding any prior agreements between you and Mahalo.

Severability

Any heading, caption, or section title contained in these Terms of Use is for convenience only and is not to be considered in construing or interpreting these Terms of Use. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

Copyright Infringement

If you believe that any materials on Platform infringe your copyright, you may request that they be removed. The request must include the following information:

An electronic or physical signature of the copyright holder or an authorized representative; Identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; Identification of the material that you believe to be infringing and its location, including a description of the material, its Site location or other pertinent information that will help us to locate the material;

Your name, address, telephone number, and email address;
A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law;
A statement that the information in your claim is accurate; and
A statement that "under penalty of perjury," you declare that your Notice is accurate and that you are the lawful copyright owner or are authorized to act on the copyright owner’s behalf.

For copyright issues relating to Platform, please contact Mahalo’s copyright agent by email to , or mail addressed to 81 Newtown Lane, Suite 360, East Hampton, NY 11937.

In an effort to protect the rights of copyright owners, Mahalo maintains a policy for the termination, in appropriate circumstances, of users of the Platform who are repeat infringers.

Miscellaneous

You will not assign the Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Mahalo. Any purported assignment or delegation by you without the appropriate prior written consent of Mahalo will be null and void. Mahalo may assign these Terms of Use or any rights hereunder without your consent. Neither the course of conduct between the parties nor trade practice will act to modify the Terms of Use. These Terms of Use do not confer any third-party beneficiary rights.

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