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Site Terms and Conditions

Below is the terms and conditions governing the use of the 121Giving Website for all users/participants.

Last Updated: 06/03/2015

Summary

Welcome to the 121Giving.com website (the “Website”) operated by 121Giving LLC (“121Giving” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of the Website, including any content, functionality and services offered on or through the site, whether as a guest or a registered user.

Please read these Terms of Use carefully before you start to use the 121Giving Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, which is incorporated here by reference, and by all other policies, rules, and security procedures set forth by 121Giving from time to time by posting to a link on the Website. If you do not want to agree to these Terms of Use, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with 121Giving and meet all of the eligibility and registration requirements. If you do not meet all of these requirements, you must not access or use the Website.

We may revise these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the 121Giving Website thereafter. Your continued use of the 121Giving Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time, so you are aware of any changes, as they are binding on you.

Summary

121Giving

121Giving is a digital marketplace that harnesses the collective buying power of the entire nonprofit sector, with a marketplace that extends corporate discounts and fundraising capabilities. 121Giving is an eCommerce marketplace and fundraising platform, in which brands and retailers offer exclusive discounts to charities while consumers can support specific nonprofit needs through crowdfunding. 121Giving provides corporations with a sustainable, long-term philanthropic solution that enhances the value and impact of their social responsibility efforts. Companies which give through 121Giving will find the approach more measureable and revenue-positive than traditional cash and in-kind donations. For 501c3 organizations, 121Giving offers an exclusive, consistent supply of discounted goods. It also provides greater purchasing flexibility when needs arise. For consumers, 121 is a central location to find (and subsequently reward) cause-oriented companies and crowdfund detailed, tangible and intangible (capital and otherwise) needs.

Restore Global, Inc. (EIN: 26-0745879)

Restore Global is a 501(c)3 registered nonprofit that serves other nonprofit partners to reduce operating costs and provides supporting services allowing our partners to focus staff and resources on their core programs. Restore Global has hired 121Giving to use its technology and to operate the 121Giving Website and digital market place to further Restore Global, Inc.'s charitable mission.

Donations processed through the 121 Giving Website are actually donations made to Restore Global as an advisement for making a grant to an intended 501c3 organization. When making a contribution through 121 Giving and ultimately to Restore Global, you agree to the terms defined in the Restore Global guidelines as a registered 501(c)(3) organization, which is incorporated by this reference, and you declare the following:

  • You understand that your donations are completed gifts to Restore Global and are not refundable

  • You or any related third party will receive no more than an incidental benefit from the donation

  • You do not directly or indirectly control the grant recipient

  • You have imposed no conditions or restrictions preventing Restore Global from using the contribution to further its charitable mission and comply with legal and regulatory requirements

  • You have advisory privileges on the distribution of money, but you grant Restore Global exclusive legal control and ownership of your contribution
The 121Giving Website

The 121Giving Website is an online platform where sellers may sell products and services to charities for promotion or discount while benefiting brand and reputation value, where charities may purchase those products and services through the site and request donations to meet needs (“Charity Need Request”), and where donors may make donations to charities for purchases by the charities through the site. The sections below regarding General Provisions apply to you, whether you are a seller, charity or donor user of the 121Giving Website.

Further Special Provisions may apply to you. In particular, the section titled For Charities further applies to you if you are a charity or charitable organization purchasing goods or services or accepting donations through the Website (“Charity”); the section titled For Donors further applies to you if you are a donor or giver to a Charity through the Website (“Donor”); and the section titled For Sellers further applies to you if you are a seller of a service or product to a Charity through the Website (“Seller”).

In certain instances, 121Giving may obtain special terms from goods and services suppliers and resell those goods and services to Charities through the Website. Because of the terms and arrangements made by 121Giving with the supplier, the Special Provisions applicable to Sellers do not apply to resales by 121Giving; instead, an additional section titled Resales applies to any Charity purchasing goods or services resold by 121Giving through the Website.

You may find that more than one of the “Special Provisions” sections is applicable to you (e.g., if you are both a donor and a charity, then both the section titled “For Donors” applies to you in respect of your donation or giving use and the section titled “For Charities” applies to you in respect of your use for purchasing and acceptance of donations).

General Provisions

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. You are responsible for:

  • Making all arrangements necessary for you to have access to the Website.

  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Charity, Donor or Seller, or as a Charity purchaser of Resale items, as provided below in the “Special Provisions.”

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by 121Giving, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website in accordance with the functionality and features made available to you as a Seller, Charity or Donor, and for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

  • You may store files that are automatically cached by your Web browser for display enhancement purposes.

  • You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.

  • If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

  • If we provide social media features with certain content, you make take such actions as are enabled by such features.

You must not:


  • Modify copies of any materials from this site.

  • Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.

  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website, except as may be specifically permitted under these Terms of Use.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by 121Giving. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The company name 121Giving, the marks 121Giving, 121GIVING, One-to-One Giving and all related names, logos, product and service names, designs and slogans are trademarks of 121Giving or its affiliates or licensors. You must not use such marks without the prior written permission of 121Giving. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.

  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.

  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.

  • To impersonate or attempt to impersonate 121Giving, a 121Giving employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen/user names associated with any of the foregoing).

  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm 121Giving or users of the Website or expose them to liability.

Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.

  • Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

  • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose, without our prior written consent.

  • Use any device, software or routine that interferes with the proper working of the Website.

  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.

  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

  • Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain interactive features and functionality for donations, purchase and sale transactions, message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.

  • All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not 121Giving or any other, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for 121Giving.

  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

  • Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS 121GIVING, ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS - INCLUDING WITHOUT LIMITATION Restore Global- , FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY ANY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot and do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

  • Be likely to deceive any person.

  • Promote any illegal activity, or advocate, promote or assist any unlawful act.

  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

  • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising, except as may be expressly permitted under these Terms of Use and as a Donor, Charity or Seller in accordance with the functionality and features made available therefor on the Website.

  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of 121Giving to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, Charities, Donors, Sellers, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by 121Giving, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of 121Giving. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.

This Website may provide certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain content on this Website.

  • Send e-mails or other communications with certain content, or links to certain content, on this Website.

  • Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.

  • Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.

  • Link to any part of the Website other than the homepage.

  • Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the state of Texas in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, ALL TRANSACTIONS (WHETHER DONATIONS, PURCHASES, SALES OR OTHERWISE), AND ANY SERVICES OR ITEMS OBTAINED THROUGH OR WITH USE OF THE WEBSITE ARE AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, ALL TRANSACTIONS AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE FROM 121GIVING ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER 121GIVING NOR ANY PERSON ASSOCIATED WITH 121GIVING MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER 121GIVING NOR ANYONE ASSOCIATED WITH 121GIVING REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

121GIVING HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ANY WARRANTIES OF THIRD PARTIES (e.g., SELLERS), IF ANY, ARE UNRELATED TO 121GIVING AND 121GIVING HAS NO RESPONSIBILITY OR LIABILITY THEREFOR; AND YOU ARE DIRECTED TO

Limitation on Liability

IN NO EVENT WILL 121GIVING, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless 121Giving, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use, any transactions made by you through or related to the Website or its content (including but not limited to donations, purchases and sales), or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the state or federal courts of the State of Texas in each case located in the City of Austin and County of Travis (although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country). You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by 121Giving of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of 121Giving to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. >

Entire Agreement

The Terms of Use, our Privacy Policy, and all other policies, rules, and security procedures set forth by 121Giving from time to time by posting to a link on the Website constitute the sole and entire agreement between you and 121Giving with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

This website is operated by 121Giving LLC

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set forth therein.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: info@121Giving.com.

Thank you for visiting the Website.

Special Provisions

Donations may be made through the Website by users (“Donors”) to charities or charitable programs posting on the Website. Use of the Website and donations made by Donors as a result of visits are additionally governed by the following terms and conditions in the section titled “For Donors”, which are hereby incorporated into these Terms of Use by this reference.

Donations may be received through the Website by qualified charitable organizations (“Charities”). Donations received by Charities are available in an account for the particular Charity, for purchase of goods or services offered by others (i.e., Sellers) on the Website. Use of the Website, donations received by Charities, and purchases of goods and services of such Sellers by Charities as a result of visits are additionally governed by the following terms and conditions in the section titled “For Charities”, which are hereby incorporated into these Terms of Use by this reference.

All sales made by others (“Sellers”), i.e., other than by 121Giving, through our Website are additionally governed by the following terms and conditions in the section titled “For Sellers”, which are hereby incorporated into these Terms of Use by this reference.

Certain products and services of others are available on the Website for resale t1">“Resales”, which are hereby incorporated into these Terms of Use by this reference.

For Donors

All donations on or through the Website are made to Restore Global for the benefit of the applicable Charity for purchases by the Charity through the Website, as may be further conditioned by these terms of use..

Your donations may be made through the Website by credit card or eCheck. Donations are complete and final when made, and are not refundable. You cannot change or cancel a donation once payment has been processed.

You can designate a donation to a specific Charity directly or as part of a crowd fund initiated through the Website. Donations to the Charity may be made for general purpose of the Charity or in respect of a Charity Need Campaign set up by the Charity on the Website; however, all donations are made to Restore Global through its donor advised fund program, and your choice for how a Charity spends the donations are an advisement only. Accordingly, donations received by Charities may be used by the Charities for purchases of any product or service available from Sellers through the Website, notwithstanding whether your donation is targeted for particular Charity Need Campaign or not. If you disagree with how a Charity has used your donation, you should raise this with the specific Charity, and not with 121Giving.

The entirety of your donation, plus administration and processing fees explained below, is tracked to an account of the applicable Charity. Up to 11%, added to the amount of your donation will be billed as administration and processing fees to 121Giving and specified third parties.

  • A 5% fee including in and identified as "Processing Fee" upon checkout, added to the amount your donation, goes to 121Giving to support and sustain 121Giving technology and services.
  • A 3% fee including in the "Processing Fee" upon checkout is added to the amount of your donation goes to Restore Global’s administration and processing.
  • A 3% fee "CC Fee" will be applied to each donation to support to merchant services for costs (Credit Card fees for Visa, Mastercard, American Express);

121Giving makes no representation about tax treatment or taxes for or in respect to amounts donated or otherwise transacted on or through the Website, and shall not have any responsibility, whatsoever, for your tax reporting. 100% of the funds collected upon donation checkout is a tax-deductible gift and you will be issued a receipt for that amount.

Federal law prohibits charities from promising or providing goods, services or rewards (e.g., tickets to events or raffles) in exchange for making a donation. Solely contributions, and not part gift or sale transactions, are acceptable.

The 121Giving Website provides an opportunity for you as a Donor to contribute to specific products in need for Charity provided on the Charity Need Campaign page. If you express a preference that your donation be directed to specific product or Charity, this will be noted in the donation report made available to the applicable Charity and Restore Global. However, there cannot be any guarantee or promise that your indication of such a preference will ensure use of your donation in manner consistent with such preference. 121Giving is not responsible, and will not be liable, for the ultimate handling of such preferences. You hereby acknowledge that any designation of a donation's use is merely an expression of preference and does not give rise to any contractual obligations. Although 121Giving and Restore Global make every reasonable effort to respect the wishes of Donors, in the rare event that the charity you have advised does not satisfy 121Giving or Restore Global's criteria or otherwise does not enable or accept payment (reasons for this include issues like: they don’t or cannot accept donations, are not recognized by the IRS as a public charity, or are not in good standing with federal or state regulators, etc.), an alternate Charity or Charitable Need Campaign may be selected to receive your donation.

When you contribute to any cause on the 121Giving Website, you grant us and Restore Global permission to access your donation records at any time and to use the information you provide to process your donation. Unless you indicate at the time of making your donation that you would like to remain anonymous, we will make available to the Registered Charity and/or Need Campaign online reports identifying, where available, your name, address, email, and transaction accounting details. If you are a Registered Charity Admin, donor information will be shared with you via a report accessible on your Registered Charity Page or Need Campaign Page on the 121Giving Website unless the donor opts out and chooses to remain anonymous at the time of donation, in which case we will honor the donor’s request for anonymity and not share the donor’s identity. If applicable, donor information will also be shared with organizations administering giving events in which the donor participates, unless the donor indicates at the time of making your donation that they wish to remain anonymous.

For Charities

The 121Giving Website contains pages featuring qualified charities pre-approved to receive grants of donor-advised contributions given to Restore Global's donor advised fund. The existence of these pages on the 121Giving Website does not constitute as solicitation of donations; 121Giving does not engage in any solicitation activities on behalf of any Registered Charity.

Each Charity must create an account and register with the Website, and is required to provide information verifying 501(c)(3) charitable status. Each newly registering Charity may be screened by 121Giving by review of the current tax-exempt organization listings from the IRS website.To qualify to participate each charity must be a Public Charity or a Private Operating Foundation.

You must be a qualified employee or volunteer for the Charity organization you represent. Once your account is created, you will receive an email required to confirm your identity and association with your organization. Once confirmed, your account and organization are subject to our audit process to determine that you are or represent a valid Charity. You represent and warrant that you have authority to represent the Charity in completing the registration.

As a Charity user, you may use the 121Giving Website to post causes, programs and projects of your Charity (a “Charity Need Campaign). You may also create a crowdfunding fundraiser of your Charity (“Charity Crowdfund Campaign”) for the Charity Need Campaign. Donations from Donors (as described in the section titled “For Donors”)

In creating any Charity Need Campaign or Charity Crowdfund Campaign through the Website:

  • You acknowledge and agree that if you create a Charity Need Campaign or Charity Crowdfund Campaign, you are fundraising on the 121Giving Website solely at your own volition as an independent volunteer and that you will not be compensated for your fundraising activities on the Website.

  • You agree to ensure all contributions to a Charity Need Campaign or Charity Crowdfund Campaign are used in accordance with the description you post on your page or for purchase of similar goods/services offered by Sellers through the Website.

  • You acknowledge that you will accrue funds as store credit upon each donation, with 100% of the original donation being applied after the campaign is complete or has ended.

  • You acknowledge that in the event that a giver donation credit card transaction fails, you will forfeit the funds from that individual.

  • You acknowledge that the Sellers of goods/services on the Website may be third parties, and not 121Giving. You agree to look only to the Seller to fulfill your requirements. In this regard, you agree to indemnify, defend and hold harmless 121Giving, its members, managers, officers, employees, and representatives, from and against any and all claims regarding services or goods purchased or transacted through the Website.

  • You agree that you may not conduct raffles, sweepstakes or any other games of chance.

  • You are solely responsible for any tax implications resulting from contributions received through your Campaign.

  • You agree to accurately and truthfully promote any charity events or activities in accordance with these Terms of Use.

  • You agree not to sell any goods or services, including raffles or sweepstakes, in exchange for donations in accordance with these Terms of Use.

  • You agree to comply in all respects with these Terms of Use.

  • You agree that in the event that you do not use any of the funds accrued to your account within a 12 month period, Restore Global may keep those funds and redistribute them consistent with Restore Global’s charitable purpose.

  • You agree to provide necessary donation substantiation materials to any supplier who requests it, in the event that you take advantage of a Buy x Give y deal in the marketplace. As a note, Restore Global and 121Giving will work to properly receipt cash gifts from donors through the website.

As a Charity user, you agree to be bound to the terms listed under “For Sellers” with respect to any and all purchases and orders for purchase of goods or services from Sellers via the Website.

As a Charity user, you also agree to be bound to the terms listed under “Resales” with respect to any and all purchases and orders for goods or services of others made available for resale via the Website.

For Sellers

The following terms apply to Sellers who are third parties (not 121Giving) offering goods or services for sale to Charities on the Website.

Certain goods and services of others for purchase on the Website may be offered for resale by 121Giving, and in such case, the applicable terms for such resales are provided in the section titled “Resales” and not in this section “For Sellers”.

Each Seller must create an account and register with the Website, and is required to provide to purchasing Charities (“Purchaser”) at least the following terms and conditions for all offers, sales, Orders, and shipments to the Purchaser:

  1. 121Giving will not assume liability for orders or purchases or merchandise (including goods and/or services) shipped or provided to Purchaser. Seller and Purchaser shall each be responsible for its own costs related to electronic systems and transmissions and shall maintain security procedures sufficient to ensure that transactions are authorized and protected against improper access.
  2. Via the 121Giving Website, Purchasers may order goods or services (collectively, “Merchandise”) made available for purchase by Sellers on the Website. Such order (“Order”) is binding on Purchaser and Seller upon the making of the Order for the goods or services by Purchaser via the Website.
  3. Seller shall deliver the goods or services (“Merchandise”) to Purchaser’s designated delivery location, in the quantities and on the date(s) specified in the Order or as otherwise agreed in writing by the Purchaser and Seller. If no delivery date is specified, Seller shall deliver the Merchandise within 30 days of the date of Order. Timely delivery of the Merchandise is of the essence. If Seller fails to deliver the Merchandise in full on the Delivery Date, Buyer may terminate the Order immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the Goods on the Delivery Date.
  4. Purchaser may refuse delivery or return the Merchandise in the case of:
    • Shipments (i) made before the earliest ship date or after the cancel date specified in the Order, or (ii) shipped prior to or after the delivery date specified in the Order, time being of the essence of each Order;
    • Shipments of less than or in excess of quantities ordered;
    • Merchandise which is not according to sample or which is not specified in the Order;
    • Merchandise which is not as represented or as warranted, including as set forth in Section 8;
    • Shipments which are not compliant with all quality standards, labeling requirements, transportation terms and conditions, packing instructions and invoicing instructions;
    • Merchandise which for any reason, except payment of applicable duties and tariffs, will not be cleared for entry by the applicable customs authority; or
    • Merchandise which has quality or safety defects and/or is recalled for any reason.

  5. All Merchandise shall be delivered to the address specified in the Order, during Purchaser’s normal business hours or as other instructed by Purchaser. Delivery shall be made DDP, CPT and in accordance with other Incoterms 2010. Seller shall give written notice of shipment to Purchaser and 121Giving when the Merchandise are delivered to a carrier for transportation. Seller shall provide Purchaser all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading and any other documents necessary to release the Merchandise to Purchaser within 30 business days after Seller delivers the Merchandise to the transportation carrier or commences performance of services which are the Merchandise. An Order number associated with the Order by the Website must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Order.
  6. Title passes to Purchaser upon delivery of the Merchandise to the delivery location. Sellers bear all risk of loss or damage to Merchandise until delivery to the delivery location.
  7. All Merchandise consisting of goods shall be packed for shipment according to Purchaser's instructions or, if there are no instructions, in a manner sufficient to ensure that the Merchandise is delivered in undamaged condition. Seller must provide Purchaser prior written notice if it requires Purchaser to return any packaging material. Any return of such packaging material shall be made at Seller's expense.
  8. Merchandise furnished under any Order shall be subject to inspection and testing by representatives of Purchaser, its customers or agents, and may be rejected and returned to Seller at Seller’s cost when found to be defective or otherwise subject to return as set forth in these terms and conditions, at any time prior to resale, or at any time after resale if Purchaser’s customer is allowed a refund or credit. If a shipment, or any portion of a shipment, is determined by sampling procedures to include Merchandise that is defective or otherwise subject to return as set forth above, the entire shipment or portion may be rejected and returned to Seller at Seller’s cost. At the option of the Purchaser in its sole discretion, any rejected or returned Merchandise or shipment shall be subject to refund, repair by Seller, or replacement by Seller, at Seller’s cost and Purchaser’s election. Payments for Merchandise prior to inspection shall not constitute acceptance and Purchaser reserves the right to hold for Seller or return to Seller, at Seller’s expense, any rejected Merchandise.
  9. The price of the Merchandise is the price stated in the Order (the “Price”). If no price is included in the Order, the Price shall be the price set out in Seller’s offer on the Website as of the date of the Order. Unless otherwise specified in the Order, the Price includes all packaging, transportation costs to the delivery location, insurance, customs duties and fees and applicable taxes, including but not limited to all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Purchaser.
  10. Seller shall issue an invoice to Purchaser on or any time after the completion of delivery and only in accordance with these terms and conditions. The invoice shall be delivered to Purchaser via the Website. Purchaser shall pay all properly invoiced amounts due to Seller within 45 days after Purchaser’s receipt of such invoice, except for any amounts disputed by Purchaser in good faith. All payments must be in US dollars and made by credit card or mutually agreed upon payment method. In the event of a payment dispute, Purchaser shall deliver a written statement to Seller no later than 10 days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section 10. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any such dispute.
  11. Seller warrants and certifies that the Merchandise shipped under any Order:
    • is free from any defects in workmanship, material and design;
    • conforms to applicable specifications;
    • is merchantable;
    • is free and clear of all liens, security interests or other encumbrances;
    • does not infringe or misappropriate any third party’s patent or other intellectual property rights;
    • is fit and safe for the use for which it was manufactured and that said Merchandise or the resale thereof by Purchaser does not and will not violate any federal, state/provincial or local laws, regulations, orders or ordinances of the country of origin and the country of destination;
    • was produced and processed in strict compliance with all applicable federal, state/provincial or local laws, regulations, orders, testing requirements, and ordinances of the country of origin and the country of destination, including but not limited to environmental or hazardous substance, labor, and wage and hour laws and regulations;
    • is accurately labeled and clearly identifies the country of origin;
    • is labeled in accordance with and complies in all respects with any and all applicable laws, regulations, orders and ordinances, including without limitation:
    • (i) For merchandise shipped to the United States: any applicable rules of the Federal Trade Commission, the Consumer Products Safety Commission and the Department of Health, Education and Welfare, including care labeling requirements, and the requirements of each of the following Acts to which it may be subject: The Federal Food, Drug and Cosmetic Act, the Wool Products Labeling Act of 1939, the Fair Packaging and Labeling Act, the Fur Products Labeling Act, the Textile Fiber Products Identification Act, the Federal Hazardous Substances Act and the Flammable Fabrics Act, the California Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65); and

      (ii) For merchandise shipped to Canada: any applicable rules of the Competition Bureau, Health Canada and the Canadian Food Inspection Agency, including but not limited to care labeling requirements, and the requirements of each of the following Acts to which it may be subject: the Food and Drugs Act, the Consumer Packaging and Labelling Act, the Canada Consumer Product Safety Act, and the Safe Food for Canadians Act; and j. is processed, packed and shipped in accordance with:

      (i) all applicable supply-chain security requirements that the merchandise’s country of destination may adopt such as the U.S. Customs-Trade Partnership Against Terrorism (C-TPAT) or the Canadian Partners in Protection (PIP) Program; and

      (ii) all applicable federal, state/provincial and local hazardous material transportation laws and regulations of the country of destination.

  12. Seller warrants that it does not and will not in violation of applicable law, custom or practice (a) discriminate in hiring on the basis of race, color, national origin, gender, religion or sexual orientation, or (b) utilize, through its own operation or its manufacturers, child labor, prison labor, indentured or bonded labor, or labor obtained through human trafficking or slavery in the operation of its business, (c) fail to comply with applicable wage and hour laws, or (d) participate in any payment or authorization practices in violation of any applicable anti-corruption or anti-bribery laws or regulations, including but not limited to the Federal Foreign Corrupt Practices Act (United States) or the Foreign Public Officials Act(Canada).
  13. Seller agrees to defend (with counsel acceptable to Purchaser and 121Giving), indemnify and save harmless the Purchaser and 121Giving from any and all claims, suits, fines, penalties, liabilities, damages, losses or expenses, including attorneys’ fees and costs, asserted against or incurred by Purchaser or 121Giving by reason of, or arising out of or occurring in connection with (a) any breach or alleged breach of any of these terms and conditions, the provisions of any Order, or any representations or warranties of Seller made herein or in any Order or otherwise, (b) any act or omission of Seller in the furnishing of goods or in the performance of work under any Order, including, but not limited to worker’s compensation or worker wages, discrimination or other employee related matters, (c) the possession or use of Merchandise by customers of Purchaser or others, (d) the transportation or shipping of any Merchandise covered under the Order, authorized by or in Seller’s control; (e) any warranties related to quality standards, manufacture of or defects in the Merchandise covered by the Order. For purposes of this provision, “Seller” shall be deemed to include Seller, its representatives, agents, subcontractors, and employees. Seller shall not (i) without the prior written consent of Purchaser, settle or compromise any action, suit, proceeding or claim in which Purchaser is named as a party, or consent to the entry of any judgment in any such matter, and (ii) without the prior written consent of 121Giving, settle or compromise any action, suit, proceeding or claim in which 121Giving is named as a party, or consent to the entry of any judgment in any such matter. All indemnification obligations of Seller hereunder shall survive termination or cancellation of any Order. Seller agrees that Purchaser may, at any time, request and/or maintain records of Seller’s compliance with the representations and warranties of Seller made in any Order or otherwise, including test results, and that Purchaser may at any time, upon notice to Seller, undertake inspection of Seller’s facilities or request test results in Order to determine such compliance. Seller agrees to maintain insurance in full force and effect to fulfill Seller’s indemnification obligations hereunder evidencing coverage for Commercial General Liability Insurance including Contractual and Products Liability, on an occurrence basis, with at least one-million dollars ($1,000,000) combined single limit per occurrence, and in the aggregate. By requiring insurance herein, Purchaser does not represent that coverage and limits will be adequate to protect Seller and such coverage and limits shall not be deemed as a limitation on Seller’s liability hereunder.
  14. Purchaser shall have and reserves the right to cancel all or any part of any Order which has not actually been shipped by Seller in the event Purchaser’s business is interrupted because of strikes, labor disturbances, lockout, riot, fire, act of God, or the public enemy, or any other cause, whether like or unlike the foregoing, if beyond the reasonable efforts of the Purchaser to control. Seller’s timely performance under any Order shall not be excused or deemed to have been made impracticable by reason of any delay or failure to perform by Seller or any agent, subcontractor or supplier of Seller, caused by or related to any computer system incompatibility or inability to accurately process date and time data.
  15. A waiver of or failure to perform any one or more of the conditions of any Order shall not constitute a waiver of or an excuse for nonperformance as to any other part of these terms and conditions or any Order.
  16. In addition to any other remedies available to Purchaser, failure to comply with these terms and conditions or the provisions of any Order will result in offset charges and handling fees being charged to Seller. In any dispute under any Order or these terms and conditions, whether or not litigation is commenced, the prevailing party shall be entitled to its costs and expenses incurred, including reasonable attorneys’ fees. The rights and remedies herein expressly provided shall be in addition to any other rights and remedies given by law or in equity, including without limitation, injunctive relief and the right of Purchaser to recover all incidental special and consequential and punitive damages. All warranties, representations and guaranties and indemnities made by Seller herein are in addition to any and all express or implied warranties provided by law and shall survive termination or cancellation of any Order.
  17. Seller acknowledges and agrees that all covenants, representations and warranties of Seller hereunder, and all express and implied warranties with respect to such merchandise, are for the benefit of and extend to 121Giving or any of its affiliates. Seller agrees that 121Giving or any of its affiliates shall be entitled to exercise any rights of the Purchaser and to make any claims and return any merchandise directly to Seller pursuant to the terms of any Order.
  18. In the event of any proceeding, voluntary or involuntary, in bankruptcy or insolvency by or against the Seller, or in the event of the appointment with or without Seller’s consent of a receiver or an assignee for the benefit of creditors, Purchaser may, at its option, cancel any Order as to any undelivered portion of the merchandise.
  19. All matters arising out of or relating to any Order and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action or proceeding arising out of or relating to any Order or these terms and conditions or the Terms of Use shall be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the City of Austin and County of Travis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
  20. Each Order is enforceable by Purchaser directly against Seller, regardless of whether the Order was submitted directly to Seller by Purchaser or was submitted to Seller via the Website or 121Giving. No such other party shall have any authority to act for Purchaser, bind Purchaser to any agreements or modifications or otherwise act as agent for Purchaser. Seller shall not assign or transfer any Order, or any interest therein, without the prior written consent of Purchaser, and any attempted assignment made without such consent shall be null and void.
  21. Provisions of any Order or of these terms and conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Sections 11 through 13, and 15 through 21.

Resales

The following terms apply to Resales to Charities of the products or services of others by 121Giving through the Website.

Certain goods and services may be posted on the Website by the Seller (i.e., other than 121Giving) for sale to Charities. Sales by Sellers on the Website are governed by the terms provided in the section titled “For Sellers” and not in this section for “Resales”.

In those situations in which 121Giving acts as reseller of goods or services of others through the Website, the terms and conditions provided to 121Giving by the goods or services provider shall, to the extent possible, be passed through to the purchasing Charity.

TO THE EXTENT ALLOWED BY APPLICABLE LAW, NEITHER 121GIVING NOR ANY PERSON ON ITS BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, WITH RESPECT TO GOODS OR SERVICES RESOLD THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, PERFORMANCE OF GOODS TO STANDARDS, TIMELINESS, QUALITY, CONDITION, NO FAULTS, PRODUCT LIABILITY, OR OTHERWISE, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND CHARITIES PURCHASING RESOLD ITEMS ACKNOWLEDGE THAT THEY HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY 121 GIVING OR ANY OTHER PERSON ON ITS BEHALF.

IN NO EVENT SHALL 121GIVING’S LIABILITY ARISING OUT OF OR RELATED TO ANY RESALE OR THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO 121GIVING IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $5,000, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF THE CHARITY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.