TERMS & CONDITIONS

1. ACCEPTANCE OF TERMS

GivBee LLC (hereafter referred to as "GivBee" or the "Company"), provides its services (the "Service"), to you subject to the following Terms of Service (the "Terms"), which may be updated by us from time to time without notice to you. Please check these Terms periodically for changes.

By using the Service, you agree to be bound by these Terms, our Privacy Policy, all applicable laws and all conditions or policies referenced here.

The Company operates the Service under its own GivBee Brand and under the Brands of its Business Partners. The Terms apply to you regardless of which Brand of Service you use.

In addition, when using the Service, you shall be subject to any guidelines or rules (the "Guidelines") applicable that may be posted online from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms.

You will not hold the Company responsible for others’ content, actions or inactions. You acknowledge that we have no control over and do not guarantee the quality, safety or legality of organizations promoted, the truth or accuracy of content, listings, or ability to perform the stated objective.

2. DESCRIPTION OF THE SERVICE AND DEFINITIONS

The Service is atext messaging service that can be used for fundraising, marketing, event registration, surveys, polls, quizzes, and sending news, alerts and other information via text message.

Definitions:

• "Account Owner" is the person or Organization for whom this account is being created. It is the Account Owner’s name and/or brand that Users/Contributors associate to the account. When you grant access to the features and tools of the account to other persons, those persons are subject to these Terms as agreed to by the Account Owner. If an Account Owner chooses to transfer or share ownership of theAccount, that person/Organization assumes the aforementioned access and responsibilities.
• "Campaign" is a text-message project created using the Service, either to market, register guests, conduct surveys, conduct polls or quizzes, send news, alerts and other information or to collect or donations.
• "Campaign Owner" is the individual(s) that created and/or manage the Campaign. Campaign Owners have access to features and tools for Campaigns including but not limited to tracking Contributions made to their Campaign, and editing details of their Campaign. When a Campaign Owner grants access to the features and tools of the Campaign to other persons, those persons are subject to these Terms as agreed to by the Campaign Owner. If a Campaign Owner chooses to transfer or share ownership of their Campaign with another person, that personbecomes a Campaign Owner and they will assume the aforementioned access and responsibilities.
• "Recipient" is any individual that Opts-In to a Campaign.
• "Contributor" is any individual or organization that contributes money to a Campaign.
• "Contribution" is any financial transaction that contributes toa Campaign.
• "Organization" may be a non-profit, school, political, business, or other entity that uses the Service to achieve a goal.
• "Individual" is a person for whom a campaign is created.
• "User" is any person who has accepted the Terms by Opting-in to the texting Service.
• "Opt-In Keyword" – is custom code-word that you choose/assign for your Opt-in campaign. By texting the Opt-in Keyword to 444999, your Users are giving permission to send text messages from your campaign to their mobile phone.
• "Payment Provider" is a company that processes Contributions to Campaigns.

3. ELIGIBILITY

You are not eligible to use the service without consent if you are under 18 years of age. If you are between the ages of 13 and 17, you can use the Service with the consent and supervision of your parent or legal guardian who is at least 18 years old, provided that your parent or legal guardian also agrees to be bound by these Terms and agrees to be responsible for your use of the Service. You are not eligible to use the Service if you have previously been suspended from using the Service for any reason and we have not explicitly authorized you to resume using the Service. We reserve the right to refuse use of the Service to anyone and to reject, cancel, interrupt, remove or suspend a Campaign at any time for any reason without liability.

4. PAYMENT PROCESSING INFORMATION

Current Payment Providers include:

• PayPal
• Braintree

All Contributions to Campaigns are processed through the Payment Provider

i. Users of the Service are subject to and must adhere to the terms of the applicable Payment Providers’ Terms of Service and other agreements relating to their Service transactions. The Company is not affiliated with any Payment Provider, and neither is the agent or employee of the other, and neither is responsible in any way for the actions or performance (or lack thereof) of the other. The same is true with respect to the Company on the one hand and Users on the other hand. To the extent that the Service is rendered in conjunction with any other provider of services, the same shall also be true, namely that to the extent that a User of the Service hereunder does so in conjunction with the services of another service provider, such User will be subject to the other service provider’s terms of service, and neither the Company or the other service provider will be considered the agent or employee of the other, and neither will be responsible in any way for the actions or performance (or lack thereof) of the other. These Terms shall not in any way supersede the terms of any other service provider for using their service, nor shall the terms of service of any other service provider supersede the terms of the Terms with respect to the Service.

ii. By using the Service, all Users agree to the Payment Provider withholding a Service fee and making these fees available to the Company. For information on the Service fees see the Fee Schedule section below.

iii. Account Owners accept the responsibility to provide refunds to Contributors at their own discretion. The Company will NOT be held liable for refunds or lack thereof.

5. PLANS ANDSERVICE FEES

GivBee Entry Plan

Includes:

· 1 custom Opt-in Keyword

· Credits for 500 SMS messages (inbound & outbound)

Entry Plan ServiceFees:

· Plan fee: $49 per month

· SMS Message fee: $0.05 per SMS message(as needed)

· Opt-in Keywordfee - $25 per keyword(as needed -- one time fee)

GivBee Standard Plan

Includes:

· 2 custom Opt-in Keywords

· Credits for 2,000 SMS messages (inbound & outbound)

Standard Plan ServiceFees:

· Plan fee: $109 per month

· SMS Message fee: $0.045 per SMS message (as needed)

· AdditionalOpt-in Keyword fee - $25 per keyword (as needed -- one time fee)

GivBee Enterprise Plan

Includes:

· 3 custom Opt-in Keywords

· Credits for 5,000 SMS messages (inbound & outbound)

Enterprise Plan ServiceFees:

· Plan fee:$169 per month

· SMS Message fee: $0.04 per SMS message (as needed)

· AdditionalOpt-in Keyword fee - $25 per keyword (as needed -- one time fee)

For donations and other credit card transactions that are made by your Contributors, a Transaction Fee is charged to you by the Payment Provider (eg. PayPal). GivBee does not take any part of this fee. For the feeamount, consult the Payment Provider website.

Your Contributors do not pay a fee to GivBee.

6. REFUND POLICY

· Contributors MUST request any and all refunds directly from the Account Owner.

· Plan fees and SMS Message fees are not refundable.

· AdditionalOpt-in Keyword fees may be partially refundable if the keyword has not yet been used for testing or as part of a launched campaign.

7. FURTHER SERVICE UNDERSTANDINGS

Unless explicitly stated otherwise, any new features that augment or enhance the Service, shall be subject to the Terms. You understand and agree that the Service is provided AS-IS and that the Company assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any communications or personalization settings.

8. CONTRIBUTORS

As a Contributor, you are solely responsible for asking questions and investigating Campaigns to the extent you feel is necessary before you make a Contribution. All Contributions are made voluntarily and at your sole discretion and risk. The Company doesn’t guarantee that Contributions will be used as promised, or that the Campaign will achieve its goals. The Company does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any Campaign or Contribution, or the truth or accuracy of content posted on the Service. You are solely responsible for determining how to treat your Contribution and receipt for tax purposes.

9. RECIPIENTS

As a Recipient, you are solely responsible for asking questions and investigating Campaigns and Organizations to the extent you feel is necessary. All text exchanges a recipient has with an Organization via the Serviceare made voluntarily and at your sole discretion and risk. The Company doesn’t guarantee that Campaigns will be managed as promised, or that the Organization will achieve its goals. The Company does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any Campaign, or the truth or accuracy of content posted on the Service.

10. TAXES

The Account Owner is solely responsible for:

• understanding that taxing authorities may classify funds raised through the Service as taxable income to the Account Owner and any beneficiary who will receive funds directly from the Campaign.
• paying all fees and taxes associated with the use of the Service.

The Company encourages Account Owners to consult with a licensed tax advisor from their local jurisdiction when planning a Campaign so that they understand and prepare for the tax obligations that may incur from the funds raised.

11. RAISING FUNDS ON BEHALF OF OTHERS

From time to time, Campaign Owners desire to raise money on behalf of Organizations and Individuals.

11.1 ORGANIZATIONS

To comply with federal, state and local laws, the Campaign Owner must provide the Company and the Payment Provider with proof that the Account Owner has clearly authorized the Campaign Owner to act on its behalf. To apply to accept funds on behalf of another Organization, the Campaign Owner must submit by email to the Payment Provider and the Company a Letter of Subordination on letterhead from the Organization and signed by an authorized Officer of that Organization that expressly grants the Campaign Owner the right to fundraise on behalf of the Organization. Copies of the documents should be sent to compliance@givbee.comand the email address of the Payment Provider.

11.2 INDIVIDUALS

Upon request by the Company, Account Owners and/or Campaign Owners must provide the Company with information and/or documentation that proves the Account Owner/Campaign Owner has authority or has been granted authority to raise funds on behalf of an Individual, and clearly shows how the funds collected will be transferred to the Individual or used to benefit the Individual noted in the Campaign.

12. PROHIBITED ACTIVITIES

In addition to the activities listed in the Conduct section below, Campaign Owners are specifically prohibited from activities that violate the Payment Provider’s Acceptable Use Policies. Campaign Owners are also not allowed to act in any way that violates national, regional and local laws related to online commerce. In particular, by example and not limiting the definition in any way, Campaign Owners cannot run online contests, lotteries, raffles, pyramid schemes, gambling activities or any other form of prohibited financial activity using the Service.

13. SET UP OBLIGATIONS

In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself and your Organization as prompted during the Campaign creation process and any later administration processes (such information being the Set Up Data); (b) maintain and promptly update the Set Up Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your use of the Service and refuse any and all current or future use of the Service (or any portion thereof) and (c) maintain compliance with the MMA and industry best practices as outlined in Exhibit A.

14. SECURITY AND COMPLIANCE

You are responsible for maintaining the confidentiality of the Login Services, and are fully responsible for all activities that occur in your Login Service account as it relates to the Service. You agree to immediately notify the Company of any unauthorized use of your Login Service account or any other breach of security as it relates to the Service. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

You are also responsible to ensure all content in your campaign is compliant with the Terms Of Service & Privacy Policy of the Login Service(s).

15. CONDUCT

In using the Service, you understand that you are liable for all information, products or services, in whatever form, that you make available to other Users. You agree not to use the Service to:

a. upload, post, email, transmit or otherwise make available any Information, products or services, that are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

b. harm minors in any way;

c. impersonate any person or entity, including, but not limited to, a Company representative, forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity;

d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Information transmitted through the Service;

e. upload, post, email, transmit or otherwise make available any Information, products or services, that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

f. upload, post, email, transmit or otherwise make available any Information, products or services, that infringes any patent, trademark, trade secret, copyright or other proprietary rights (Rights) of any party;

g. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, except in those areas that are designated for such purpose and within the scope of such designation;

h. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

i. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

j. intentionally or unintentionally violate any applicable local, province, state, national or international law; or

k. stalk or otherwise harass another.

You acknowledge that the Company does not pre-screen any Content working in coordination with the Service, but that the Company and its designees shall have the right (but not the obligation) in their sole discretion to rescind use of the Service. You acknowledge and agree that the Company may preserve Information and may also disclose Information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any Information violates the rights of third-parties; or (d) protect the rights, property, or personal safety of the Company, its Users and/or the public. You understand that the technical processing and transmission of the Service, including your Information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

16. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Information. Specifically, you agree to comply with all applicable laws regarding electronic commerce and charitable funding, and regarding the transmission of technical data exported from Canada or the country in which you reside.

17. STANDARD OF CARE

The Company has the right to make use of Campaign data and User information to measure and improve the Service, uncover new business categories or service types, and understand why and how Organizations, Campaign Owners, and Users are using the service.

The Company agrees and covenants that it shall:

(i) keep and maintain all User information in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use or disclosure;

(ii) use and disclose User information solely and exclusively for the purposes for which the User information, or access to it, is provided pursuant to the terms and conditions of this Agreement, and not sell, rent, transfer, distribute, or otherwise disclose or make available User information for the benefit of anyone other than the Organization; in each case, without the Organization’s prior written consent; and

(iii) not, directly or indirectly, disclose User information to any person other than [its Account Owners/Campaign Owners][, including any,] [subcontractors,] [agents,] [outsourcers] [or] [auditors] (an "Unauthorized Third Party"), without express written consent from Customer [unless and to the extent required by Government Authorities or as otherwise, to the extent expressly required, by applicable law [, in which case, the Company shall (i) [use best efforts to] notify the Organization before such disclosure or as soon thereafter as reasonably possible]; and (ii) require the Unauthorized Third Party that has access to User information to execute a written agreement agreeing to comply with the terms and conditions of this Agreement [relating to the treatment of User information]].

18. SERVICE LEVEL AGREEMENT

The Company shall provide a Service Level Agreement ("SLA") of 99.5%, meaning that the website and texting system shall be available 99.5% of the time in a given month, excluding scheduled maintenance. Scheduled maintenance and associated downtime shall not exceed four (4) hours per month and shall be conducted, where possible, with twenty-four (24) hours prior written notice to Licensee. Every reasonable effort shall be made to schedule maintenance during off-peak hours. The SLA applies only to the operation of the system and does not apply to down time due to carrier technical issues or other events that are beyond the control of the Company.

19. INDEMNITY

You agree to indemnify and hold the Company, and its subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Information you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of the Terms, or your violation of any rights of another.

20. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service, other than as provided within the scope of the Service or if agreed to by written consent from the Company.

21. MODIFICATIONS TO SERVICE

The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. The Company will not be responsible to you for refund, in whole or part, of the Service fees for any reason. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

22. TERMINATION

You agree that the Company, in its sole discretion, may terminate your use of the Service, and remove and discard any Information within the Service, for any reason, including, without limitation, for lack of use, failure to timely pay any Service fees or other moneys due the Company, or if the Company believes that you have violated or acted inconsistently with the letter or spirit of the Terms. The Company may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms may be effected without prior notice, and acknowledge and agree that the Company may immediately deactivate or delete your Information and/or bar any further access to such files in the Service. Further, you agree that the Company shall not be liable to you or any third-party for any termination of your access to Service.

23. LINKS

The Company may provide, or third parties may provide, links to other World Wide Web sites or resources. Because the Company has no control over such sites and resources, you acknowledge and agree that the Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

24. PUBLISHING AND COMMUNICATIONS

Campaigns may be used as part of advertising campaigns to promote either the campaign or the Service in print, online or mobile.

25. THE COMPANY’S PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software (Software) used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the Company, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

26. LICENSE

The Company grants you a limited, revocable, non-transferable and non-exclusive right and license to use the Service subject to your eligibility and continued compliance with these Terms; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Service. You agree not to modify the Service in any manner or form, or to use modified versions of the Service, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interfaces or APIs that are provided by the Company for use in accessing Service.

27. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b. THE COMPANY MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

28. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

29. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THE TERMS SECTIONS MAY NOT APPLY TO YOU.

REGARDLESS OF THE PREVIOUS PARAGRAPH, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF (A) THE TOTAL SERVICE FEES YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, AND (B) $100.

30. RELEASE

IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE US (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

31. NOTICE

Notices to you may be made via either email or regular mail. The Company may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you generally on the Service. Our mailing address is: GivBee, LLC, 295 Seven Farms Dr., Suite C-162, Charleston, SC 29492

32. TRADEMARK INFORMATION

GivBee trademarks and service marks, and other Company logos and product and service names are owned by and / or trademarks of GivBee, LLC. Without the Company’s prior permission, you agree not to display or use in any manner, the GivBee marks. GivBee Business Partner and third party trademarks are the property of their respective owners.

33. GENERAL INFORMATION

A. Entire Agreement. The Terms constitutes the entire agreement between you and the Company and governs your use of the Service, superseding any prior agreements between you and the Company. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party Information or third-party software.

B. Choice of Law. The Terms and the provision of the Service to you are governed by the laws of South Carolina.

C. Invalid Provisions. The failure of the Company to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

D. Time to File Claim. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

E. Titles. The section titles in the Terms are for convenience only and have no legal or contractual effect.

34. VIOLATIONS

Please report any violations of the Terms of service to support@givbee.com

Exhibit A

WEBSITE REQUIRMENT FOR ACCOUNT OWNER

To maintain compliance with the MMA and industry best practices the Account Ownershould modify their website to contain the following links and information.

A) HOME PAGE – From the homepage there should be a link to:

a. Help Page

b. Terms & Conditions Page

B) HELP PAGE – The Help page should include the following:

a. For more information on our text service, Mobile Subscribers can reach us at:

i. Email Address

ii. Toll Free Phone Number

b. Reply STOP to out-out of our text message program at anytime

c. From your mobile phone you can get information at any time by sending the text "HELP" to the short code you Opted-In to. You shall receive a text with information on the program you have subscribed to, our website, email address and/or phone number and how to opt-out of our text alert program.

C) TERMS & CONDITIONS PAGE – The Terms & Conditions page should include the following text. Before copying and pasting this text into your website, please insert your own text into the appropriate areas.

a. Subscribers to our service alert system have opted-in to receive text alerts from one or more of the following short codes: 24411, 444999, and/or 36546 concerning (enter adescription of your mobile campaigns here).

b. Subscribers must express an interest to receive text messages from our organization. Only opted-in Mobile Subscribers receive alerts from our organization. Such text messages shall consist of (more details on description of your mobile campaigns here).

c. All text messages sent to you are at standard rate. Other charges may apply. Message fees may apply, based on the type of text messaging program you have with your carrier. We shall not assess additional fees.

d. CARRIERS CURRENTLY SUPPORTED: AT&T, T-Mobile, Verizon, Sprint, Nextel, Boost, Alltel, Virgin, Cellular South, US Cellular, Cellcom, Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central IL (ECIT), Cellular One of Northeast Pennsylvania, Cincinnati Bell Wireless, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), MetroPCS, Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless).

e. HOW TO GET HELP: For more information you can reach us at: support@_______.com (Support email address) or 800-___-____ (Support Phone#). From your mobile phone you can get also get help information at any time by sending the text "HELP" to the short code to which you are subscribed. You shall receive a standard rate message from our service with information on the program you have subscribed to, Msg&Data Rates Apply, our website, email address and/or phone number and how to opt-out of our text messaging program.

f. HOW TO OPT-IN: You can send in an Opt-In Keyword to 444999, complete an Opt-In webform, sign written authorization, respond to an IVR prompt or give verbal authorization to a representative of Licensee/Sub-Account. Depending on the method of opt-in after indicating your interest in opting-in you shall then be sent a text message requesting confirmation that you seek to opt in and providing you with contact and program information. You must reply YES or Y from your mobile device to complete the opt-in. If your carrier does not permit these alerts, you shall not receive text message alerts from the (business description).

g. HOW TO OPT-OUT: To opt-out of our mobile program you can text "STOP" to 24411, 444999 or 36546 from your mobile phone and you shall automatically be unsubscribed from our service. You shall receive a confirmation that you successfully unsubscribed but shall not receive any additional messages until you opt-in again.

h. WARRANTY: We are not liable for any delays in the receipt of any SMS messages connected with this program. Delivery of SMS messages is subject to effective transmission from your wireless service provider or network operator.

i. PRIVACY POLICY: We respect your privacy. We shall not share or use your mobile number for any purpose other than to send you (program description) text messages as described here. We shall only use information you provide to transmit your text message. However, we may always disclose any information as necessary to satisfy any law, regulation or governmental request, to avoid liability, or to protect our rights or property. When you complete forms online or otherwise provide us information in connection with this text-messaging service, you agree to provide accurate, complete and true information. You agree not to use a false or misleading name or a name that you are not authorized to use. If we, in our sole discretion, believe that any such information is untrue, inaccurate or incomplete, we may refuse you access to this service and pursue any appropriate legal remedies