Terms of Use

Effective Date: July 21, 2020

These Terms of Use (these “Terms”) form a binding legal agreement between Uncommon Giving Corporation (“Uncommon”, “we”, “us”, or “our”) and you regarding the use of this website and the services we offer herein (collectively, the “Site”). Please review these Terms carefully. By registering a user account with Uncommon, or otherwise using the Site, you agree to be bound by these Terms. We may update these Terms from time to time in our discretion. We will always keep the current version of these Terms posted on the Site. By using the Site after a new version of these Terms have been posted, you agree to the terms and conditions of such version of these Terms. If you do not agree to these Terms, you must cease your use of the Site immediately.

CONTENT; OWNERSHIP
“Content” means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other material or content that are displayed, used, or otherwise incorporated into the Site.

All Content is owned by us or our third party licensors. Nothing contained on the Site should be construed as granting any license or right to use any of the Content without our written permission. All designs, icons, illustrations, images, logos, materials, photographs, and writings on the Site are protected by applicable copyright, trademark, and/or other intellectual property laws. Subject to your continued compliance with these Terms, we hereby grant you a personal, non-exclusive, revocable, non-transferable and non-sublicensable license to access and use the Site and Content for your personal non-commercial use.

RESTRICTIONS
You represent, warrant, and agree that you will not: (i) remove any trademark or copyright notices contained in the Site or Content; (ii) reproduce, modify, publish, distribute, transmit, disseminate, transfer, license, sell, lease, create derivative works based upon, or in any way commercially exploit the Site or Content; (iii) use manual or automated means to trawl, mine, scrape, frame, or mirror the Site or Content; (iv) disassemble, decompile or reverse engineer the Site or Content; (v) attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Site or our other systems or those of any third party, or gain any unauthorized access to any systems or accounts; (vi) interfere with or disrupt the operation of the Site or any other systems; (vii) violate any applicable local, state, national or international law; (viii) post or transmit any Content that is unlawful, defamatory, abusive, harassing, threatening, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy rights of any person; (ix) send unsolicited advertisements through the Site; (x) use the Site in a way that will adversely affect us or reflect negatively on us or our goodwill, name or reputation; or (xi) provide any false or misleading information or any information that you do not have the right to provide.

LOCAL COMPLIANCE
We make no representation that the Site or Content, or your use thereof, will comply with any laws or regulations applicable to you in your jurisdiction(s). If you access the Site from locations outside than the United States, you do so at your own risk and are responsible for compliance with applicable local laws. NEITHER WE, NOR THE SITE OR CONTENT, PROVIDE TAX, INVESTMENT, OR OTHER LEGAL OR FINANCIAL ADVICE.

THIRD PARTIES
The Site may contain a link to Colonial Stock Transfer (“Colonial”), a third party service provider which can help verify accredited investor status and otherwise facilitate investments. We do not own or control Colonial. Your use of Colonial’s sites and services is subject to Colonial’s own terms and conditions and privacy policies, and we are not liable for any acts or omissions of Colonial Stock Transfer.

The Site may also contain links to other websites owned or operated by third parties. We do not control or endorse such websites and we are not responsible for their content, nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites. We have the right, but not the obligation, to review any Content provided by third parties. We do not endorse such third party Content, and any views expressed therein are the views of the applicable author and do not necessarily align with our views. We are not responsible for the accuracy or reliability of any Content provided by third parties. We have no control over, and are not responsible for, your interactions (online or in person) with any third parties, including other users of the Site or any other entities even if introduced via the Site. Any transactions agreed upon between you and such third parties are agreements between you and the applicable third party, and we are not party to any such transactions or agreements unless otherwise expressly stated. You are solely responsible for your interactions with any third parties.

MATERIALS SENT TO US
Any Content sent to us by you will be deemed NOT to be confidential (except as regards personal data, which will be treated in accordance with our Privacy Policy). By sending us any Content, you grant us an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of that Content in order to provide the Site to you and our users. If you provide feedback, suggestions, improvements, or requests for additional functionality (collectively, “Feedback”), you grant us an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of such Feedback in any way we deem reasonable, without any attribution or accounting to you.

DISCLAIMERS
YOUR USE OF THE SITE AND CONTENT IS AT YOUR SOLE RISK AND THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE SITE AND CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.

NEITHER WE, NOR THE SITE OR CONTENT, PROVIDE LEGAL, TAX, FINANCIAL OR OTHER PROFESSIONAL ADVICE. YOU SHOULD CONSULT PROFESSIONAL ADVISORS ABOUT THE LEGAL, TAX, OR FINANCIAL CONSEQUENCES OF YOUR CHARITABLE OR INVESTMENT ACTIVITIES. WE CANNOT GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE SITE OR CONTENT.

THE SITE IS OFFERED FOR INFORMATIONAL PURPOSES ONLY AND ALL INFORMATION IS GIVEN WITHOUT WARRANTY AND SHOULD NOT BE CONSIDERED INVESTMENT ADVICE. PROSPECTIVE INVESTORS THAT QUALIFY AS “ACCREDITED INVESTORS,” AS SUCH TERM IS DEFINED IN RULE 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ARE URGED TO OBTAIN A COPY OF OUR MOST UP-TO-DATE PRIVATE PLACEMENT MEMORANDUM IN CONNECTION WITH OUR OFFERING OF SECURITIES. THE INFORMATION CONTAINED IN SUCH MEMORANDUM SHALL SUPERSEDE ALL PRELIMINARY INFORMATION THAT MAY HAVE BEEN PROVIDED TO A PROSPECTIVE INVESTOR IN CONNECTION WITH OUR OFFERING OF SECURITIES OR RELATING TO UNCOMMON OR THAT THE INVESTORS MAY HAVE RECEIVED FROM US OR ANY OF OUR OFFICERS, AFFILIATES, FINANCIAL ADVISORS OR OTHER AGENTS.

WE ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY ELECTRONIC NETWORK OR LINES, SERVERS, SOFTWARE, OR FAILURE OF TRANSMISSION AS A RESULT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE SITE, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON’S COMPUTER RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE SITE. UNDER NO CIRCUMSTANCES SHALL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE, CONTENT, OR FROM THE CONDUCT OF ANY USERS OF THE SITE OR OTHER THIRD PARTIES.

SOME STATES DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER WE NOR OUR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SITE, UNDER ANY LEGAL THEORY WHATSOEVER (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE). TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER WE NOR OUR LICENSORS WILL BE LIABLE TO YOU FOR AN AGGREGATE AMOUNT EXCEEDING THE GREATER OF $100 USD OR THE AMOUNTS PAID BY YOU TO US IN THE PAST THREE MONTHS. SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY FOR DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.

INDEMNITY
You will defend, indemnify, and hold us, our past, present, and future affiliates, licensors, licensees, marketing partners, and suppliers, together with our and their respective officers, directors, employees, and agents, harmless from and against any damages, losses, claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from your use of the Site or your violation of these Terms.

TERMINATION
We reserve the right to modify or discontinue, temporarily or permanently, the Site (or any part thereof) without notice. We may terminate or suspend your account at any time, for any reason, without liability to you. Your right to use the Site will automatically terminate if you breach these Terms. You may stop using the Site at any time; to delete your account please contact us as set forth at the end of these Terms. Termination will not relieve either party from any obligations incurred or arising prior to such termination, and those sections of these Terms which are by their nature intended to survive termination (including, without limitation, the disclaimers, limitation of liability, indemnity, and general clauses) shall so survive.

GENERAL
You may not assign these Terms or these rights and obligations without our prior written consent; any purported assignment in violation of these Terms will be null and void. If any provision of these Terms is determined to be void or unenforceable in whole or in part, the remaining provisions of these Terms shall not be affected thereby and shall remain in force and effect. These Terms are governed by and will be construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

The parties agree that any disputes arising in connection with the Site or these Terms will be exclusively resolved in binding arbitration using the dispute resolution procedures of the American Arbitration Association located in Maricopa County, Arizona. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. These Terms and any policies referenced herein constitute the entire agreement between the parties regarding the subject matter thereof and supersede any prior or contemporaneous agreements with regards to such subject matter. A party’s failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

CONTACT
For more information or for help in answering any questions please email our support team at info@uncommon.today