Viva Hub – Fundraiser Agreement

Last Updated: Last Updated: April 15, 2012

ALL FUNDRAISERS MUST READ THESE TERMS

Viva Hub, Inc. ("VivaHub," "VivaHub.com," "Website," "us," or "we") sells Vouchers for Merchant goods and services, through the VivaHub website subject to this Fundraiser Agreement which fully incorporates all of the VivaHub Terms and Conditions applicable to all users of VivaHub), which allows Fundraisers to market VivaHub Merchant Offers, in order to raise money for their cause. By creating and accessing your specific online Fundraiser Account(s) on VivaHub, you represent and warrant that you are a duly authorized representative to enter into a contract on behalf of your Funrdaiser, to create your Fundraiser account(s), and to send Partnership Requests using our Website, VivaHub.com, for each Fundraising Organization you register or access.

By registering for a Fundraiser Account, you are also registering (or are already registered) for a User account, and you agree to follow and be bound by this Fundraiser Agreement, and the general VivaHub Terms and Conditions of the VivaHub.com site as a whole, which apply to all users of the site.

Background and Purpose of Agreement

Fundraisers team up with Merchants to create what VivaHub calls a Partnered Offer. The Fundraising Group promotes that particular Offer toward a Merchant's business, to the Fundraiser's supporters in exchange for a share of the revenues from each Offer they sell. The Fundraising group agrees that by creating a Partnered-Offer it will actively promote Merchant to is organizational members, supporters, and friends using e-mail, Facebook, twitter, text messages, and more. VivaHub wishes to sell Partnered Offers, subject to the limitations expressed in this Fundraiser Agreement, which will be purchased by users on VivaHub's websites. Fundraising Groups market these Partnered Offers with Merchants for their goods and services, the Merchant remains solely responsible for the redemption obligations associated with any Voucher sold pursuant to their independent Merchant Agreement with VivaHub, and VivaHub is the issuer of the set of intangible rights represented by a VivaHub Voucher, generated from those Partnered Offers that are sold.

Definitions

"Active Open Offer" means an Open Offer that is currently visible and live on VivaHub, making it one that can be selected or chosen by a Fundraising Group, thereby creating and scheduling it as a Partnered Offer on the date that the Fundraiser specifies.

"Campaign" means a Fundraiser Organization's Fundraising Campaign which exists during a particular range of dates, and may include a name or title, a goal, and other functions and features.

"Cash Donation" is an amount donated to a Fundraiser using VivaHub's 'Donate Now' feature, or 'add additional donation amount' offered during checkout. Accepting Cash Donations is an optional feature, that the Fundraiser may hide at any moment by de-selecting it in their Fundraiser Portal, and does carry a transactional fee.

"Charity Account" means a VivaHub User Account which has also been registered with the required Charity, thereby creating access to the Charity Portal, and authorized to establish Charity Partnerships with Merchants through the VivaHub Website.

"Confidential Information" means any information contained in the Merchant account and that is generated, or provided to you by the VivaHub system, including, but not limited to, information relating to the services that VivaHub.com provides, transaction information, or customer information necessary to in order to aid with redemption of purchased VivaHub Vouchers.

"Customer Information" means information collected by VivaHub, or on behalf of VivaHub, including information and data regarding customers that may or have purchased VivaHub Vouchers.

"Donation Amount" means the portion of a sold Voucher (in the case of a Partnered Offer), that is donated to a fundraising organization.

"Donation Feature" is the set of functions that enable a Fundraiser to accept Cash Donations in a variety of places on VivaHub.com. This is in addition to Donation Amounts associated with the successful sale of Partnered Offers.

"Donation Percentage" means the percentage of the proceeds from Voucher sales that Merchant has agreed to donate to the non-profits, charities, individuals, cause, or group.

"Dormant Voucher Fees" are fees that are charged against a Voucher's face value, for Vouchers that have not had any activity, and have gone unredeemed, for long periods of time.

"Face Value" means the amount User paid for the Voucher and does not include the Promotional Value, nor the Donation Amount provided to the Fundraising organization in the case of a Partnered Offer.

"Full Promotional Amount" or "Full Voucher Promotional Amount" means the total amount/value for which a Voucher may be redeemed during the Voucher Promotional Period, prior to the Promotional Value Expiration, subject to any applicable Laws.

"Fundraiser-partnered offer" are Offers where Merchants partner with non-profits, charities, individuals or any cause or group, and where a percentage of the proceeds from the sale of Vouchers are given to the non-profit, charity, individual, or cause.

"Fundraiser Portal" means the password-protected pages accessible via your User Login which allow access to the Fundraiser Account pages including the Partnership Request, and Edit Pages, Team Member and Mailing List Pages, Request Payment Page and other Fundraiser pages only accessible upon registering a Fundraiser Account.

"Fundraiser Request" (also "Fundraiser Partnership Request" "Fundraiser "Request for Partnership" and "Fundraiser Request to Merchant") means the request, sent using the VivaHub website on behalf of the fundraising group, to partner with a particular Merchant, in exchange for a percentage of the revenue of Voucher's sold, to raise money for their cause.

"Fundraiser" (also "Fundraising Group," "Fundraising Organization," "Fundraisers," "Charity," "Cause") means an individual, group, or organization that accesses the Fundraiser Portal on VivaHub.com.

"Intellectual Property Rights" or "Intellectual Property" means any patent, trademark, copyright, publicity, privacy, trade secret.

"Issuer" means the corporation, entity, or individual responsible for the publication of the Vouchers. VivaHub, in North Carolina, is the issuer of the Vouchers. Merchant is not the Issuer, but is the provider of goods and services redeemable through the Vouchers.

"Laws" means collectively any and all state, federal, and local laws, rules, regulations, and orders, and also includes the Credit Card Accountability, Responsibility, and Disclosure Act of 2009, and all laws that govern vouchers, gift cards, coupons, and/or gift certificates, as well as any relevant law regarding false, unfair, and deceptive practices.

"Merchant" (also "you") is both a registered User, subject to the VivaHub Terms and Conditions and a Merchant User subject to this Merchant Agreement. Merchant is promoting their business by providing offers for goods and services through VivaHub.com.

"Merchant Account" means a VivaHub User Account which has also been registered with the required Merchant information and agrees to this Merchant Agreement, thereby creating access to the Merchant Portal.

"Merchant Portal" means the password-protected pages accessible via your User Login which allow access to the Merchant Account pages including the Offer Creation and Edit Pages, Voucher Redemption Pages, Request Payment Page and other Merchant pages only accessible upon registering a Merchant Account.

"Merchant Voucher Redemption & Validation" (also "Voucher Validation," "Merchant Voucher Validation," and "Merchant Voucher Redemption") is the process in which a Merchant enters the Voucher Redemption Code inside the Merchant Portal allowing merchant to receive credit for a Voucher, while verifying the Voucher's validity, authenticity, availability of funds, and confirming that the voucher has not previously been redeemed by the Merchant.

"Offer" (also sometimes referred to on the website as "Deal") refers to both Public Offers and Fundraiser-Partnered Offers, collectively that are marketed as available to purchase using the VivaHub platform. Any purchased Offers will then cause a Voucher to be created. The term "Offer" alone does not mean it has been purchased, or that it is available for redemption.

"Offer Creation" is the process when your Offer is created, and ultimately presented to VivaHub. The Offer will not be active, and the associated contractual obligations between Merchant and VivaHub specifying the terms of the offer are not deemed Accepted until VivaHub takes the final step of approving your Offer.

"Offer Date" or "Initial Offer Date" means the date the Voucher will first be offered for sale on VivaHub's website at VivaHub's sole discretion.

"Open Offer" means an Offer by the Merchant which allows one or more fundraisers to select the Merchant's business as a fundraising partner based on the specific terms set by the Merchant.

"Promotional Period" means the period of time after the Merchant Offer has ended and during which any purchased Vouchers are available for redemption for the Full Promotional Amount, subject to any applicable laws and/or special instructions listed on the Voucher.

"Promotional Value Expiration" means, unless otherwise required by law, the date on which the promotional portion of the Voucher may no longer be redeemed by User and after which User can only redeem for the paid portion.

"Promotional Value" means the unpaid portion of the Voucher, in excess of the amount paid by User for the Voucher at the time of purchase. Where applicable on Partnered Offers, the Donation Amount is not considered a part paid by the user for the Voucher.

"Public Offer" means an offer made by a Merchant through VivaHub, which after approved by VivaHub, may be scheduled and become an Active Offer available for purchase by Users.

"Publication" means when the Offer is active and can be purchased by a customer through VivaHub.com.

"Sales Period" means the time period during which a Merchant's Offer is available for purchase after being published on VivaHub.com's website.

"Special Instructions" or "Fine Print" are additional terms, conditions, restrictions, or limitations on the way(s) in which a customer may redeem a Voucher, and which may be added to or modified by Merchant during your Offer Creation.

"User" means anyone that accesses the VivaHub website.

"User Account" means a basic, registered VivaHub account along with the associated registration information (such as name, e-mail address, and password), account information, password-protected pages and account control options accessible through the VivaHub Website. This is the portion of your account on VivaHub.com (currently labeled "My Account" on the drop down menu in the upper right corner of all pages), specifies the e-mail address used for all electronic communications with VivaHub. For access, Merchant Accounts require a corresponding VivaHub User Account.

"User Login" is the e-mail and password information required to gain access to all areas of VivaHub.com that you have successfully created, such as your User Account, Merchant Account, and Fundraiser Account.

"VivaHub" is the seller of the Merchant's Offers and includes VivaHub.com, VivaHub trademarks, and any software or tools used by VivaHub to promote and sell Merchant Offers.

"VivaHub Fees" means those fees relating to VivaHub's sale of a Voucher, based on Merchant's Offer, which may include a percentage of the Voucher Selling Price and or a fixed amount. VivaHub Fees include any applicable credit card fees. This amount will be presented to the Merchant when Merchant creates an Offer.

"VivaHub Fundraiser Page" (also "Fundraiser Page" or"Fundraiser Landing Page") is the page, or set of pages, that are publicly displayed and available to access by the general public without the use of a password. These page may display information provided by you inside your VivaHub Fundraiser Portal, and will display Active Partnered-Offers, and at your option, the Donation Feature.

"Voucher" (also "VivaHub Voucher" is a pdf printable form that specifies the details of a Merchant's Offer that was purchased by a User, owing the prescribed set of rights to redeem to the customer. A Purchased Offer, will generate a corresponding Voucher, when it is purchased by a user.

"Voucher Redemption Code" is the unique code printed on the Voucher which the Merchant enters inside the Merchant Portal in order to simultaneously redeem and receive credit for the Voucher, while verifying the Voucher's validity, authenticity, availability of funds, and confirming that the Voucher has not previously been redeemed by the Merchant.

TERM AND TERMINATION OF FUNDRAISER AGREEMENT

You accept this Agreement as soon as you first access your Fundraiser Portal or otherwise accept the Fundraiser Agreement Terms. In certain situations, the Fundraising Organization may receive this Fundraiser Agreement by e-mail, and be asked to respond with the word "Accept" in the body of an e-mail reply. Such a response shall also be considered Fundraiser's binding acceptance of this Fundraising Agreement. Unless earlier terminated pursuant to the terms below, this Agreement shall continue to be in full force as long as any of the following conditions are met: 1) Fundraiser has a pending Partnership Request with a Merchant that has not yet been approved or rejected, 2) Fundraiser has an active Partnered Offer, 3) Fundraiser has an upcoming scheduled Partnered Offer, 4) Vouchers to the Merchant have been sold but have not yet been redeemed, or where at least some of the value Face Value of the Voucher remains valid and is not expired, or 5) Fundraiser maintains an active VivaHub Fundraiser Page where the Fundraiser accepts donations. Notwithstanding anything in this Fundraiser Agreement to the contrary, VivaHub may terminate any active Offer or Partnered Offer, with or without a reason, and may terminate any Fundraiser Account including blocking access to the Fundraiser Portal, and removing the Fundraiser Username and related Fundraiser Page.

VivaHub may terminate this Agreement, and block access to your Fundraiser Account with twenty-four (24) hours written notice (for Fundraiser convenience) for any reason in VivaHub's sole discretion. VivaHub may terminate this Agreement, and block access to your Fundraiser account without notice for reasons for cause, should VivaHub determine in its sole discretion that Fundraiser in any way a) materially violated any of the terms of this Fundraiser Agreement, or any other Agreement you have with VivaHub, including the Terms and Conditions; b) failed to provide complete and accurate information in your account, or failed to keep your account information up to date at all times; c) failed to meet your promotion obligations with respect to any Partnered Offer; d) misused the account, misused or misappropriated Merchant's content or Intellectual Property, misrepresented the relationship with any Merchant on VivaHub, or VivaHub itself, failed to abide by standards provided to you by VivaHub in advance, engaged in any conduct which VivaHub believed to be misleading, unfair, deceptive or otherwise in bad faith, or lacked regard for whether the conduct negatively impacted the interests of VivaHub's customers, VivaHub's Merchants, or VivaHub's business.

You and VivaHub have continuing obligations that survive the termination of this Fundraiser Agreement to comply with all applicable Laws. Any terms of this Agreement which are logically intended and required to survive the termination of these Fundraiser Terms in order to achieve their purposes and intent shall survive without limitation.

Fundraiser Account

In order to be a Fundraiser with VivaHub, a Fundraiser must create a Fundraiser Account, and accurately and completely provide all required information prompted by each registration form. By creating a Fundraiser Account with VivaHub and agreeing to this Fundraiser Agreement, Fundraider shall gain access to the Fundraiser Portal, which is a portion of the website not available to all users of VivaHub.com. A Fundraiser is bound and agrees to the VivaHub Terms & Conditions, which are applicable to all Users, as well as this Fundraiser Agreement. Even if an account is created by a third-party acting on behalf of the Fundraiser, Fundraiser agrees to be bound by the VivaHub Terms & Conditions and this Fundraiser Agreement. When using your Fundraiser Account and VivaHub.com directly, or indirectly via an authorized agent, to submit and manage Partnered Offers, you accept and comply with the terms of this Fundraiser Agreement. If the account is created by a VivaHub sales or support representative, as described below, Fundraiser is bound and agrees to the VivaHub Terms & Conditions applicable to all users, as well as the Fundraiser Agreement, upon accessing the Fundraiser Portal on VivaHub.com. All VivaHub Website users are automatically assigned a VivaHub User Account upon initiating any of the following actions on VivaHub.com, including account signup, making a donation, and purchasing of a Voucher. A VivaHub User Account is a required element of accessing VivaHub.com as a Merchant, or a Fundraiser.

With respect to the creation of both the User Account and the Fundraiser Account, and participating in any Partnered Offers with VivaHub Merchants, Fundraiser represents and warrants that: 1) All required information was submitted completely and accurately; 2) Fundraiser will maintain the completeness and accuracy of all submitted information at all times; 3) Fundraiser must maintain the security, confidentiality of your Fundraiser account password, and accepts full responsibility of any activity that occurs under his account; 4) Fundraiser is fully authorized to market Partnered Offers under this Fundraiser Agreement; 5) Fundraiser Agrees to notify VivaHub immediately following any known or suspected unauthorized access or use of Fundraiser's account, or any other breach of security regarding the VivaHub.com website; 6) Fundraiser will not violate any Laws with respect to third party rights; 7) Fundraiser will not violate any of VivaHub's policies except where they are in conflict with Law; 8) VivaHub will not violate any Laws by promoting Partnered-Offers, accepting Donations on behalf of Fundraiser, or collecting and disbursing funds, nor will Fundraiser violate any Laws by sending Fundraiser Requests to Merchants, nor marketing promoting, selling, or otherwise participating in any VivaHub Partnered Offer; 9) You are of legal age to form a binding contract and have full power, capacity and authority to accept this Fundraiser Agreement. If you are accepting this Fundraiser Agreement on behalf of your employer or another entity, you represent that you have the full legal authority to bind your employer or such entity to this Agreement. If you don't have the legal authority to bind your entity, you represent and warrant that an authorized person from your organization consents to, and accepts the terms of this Fundraiser Agreement; 10) Fundraiser agrees that VivaHub will not be held liable for any damage or loss arising from Fundraiser's failure to adhere to the above representations and warranties, including without limitation, Fundraiser's responsibility to regularly review this Fundraiser Agreement and the VivaHub Terms & Conditions, Fundraiser's responsibility to regularly review the accuracy of information and Offers inside their Fundraiser Portal, as well as information created on Fundraiser's behalf by authorized VivaHub personnel, as discussed below.

In addition to the other rights set forth in this Agreement, VivaHub reserves the right to refuse service and/or access to VivaHub.com to you, or any other Fundraiser, Merchant, or User, at any time, without notice, for any reason whatsoever, and VivaHub bears no responsibility for any loss or damages associated with such restriction of access or refusal of service.

VivaHub Support - Assisted Fundraiser Account Creation

In some cases, Account Creation, Partnership Requests, or other activities in the Fundraiser Account, may be assisted by a VivaHub sales, or support representative, who may be making entries on behalf of the Fundraiser through the telephone or other communication, rather than the Fundraiser making the entries directly into the Website itself. In such a case, Fundraiser may not be making the initial entries into the registration system. Nonetheless, Fundraiser maintains all of the above representations and warranties concerning Fundraiser Account Creation, and agrees to be bound by all terms of this Fundraiser Agreement. Fundraiser is responsible for ensuring all information is accurate in his User Account and Fundraiser Account, and must do so upon his first log-in with the site. The site may or may not prompt the Fundraiser to do so, and it is the Fundraiser's sole responsibility to verify that all information submitted on the Fundraiser's behalf by a VivaHub Sales or Support Representative is accurate, and it is the Fundraiser's sole ongoing responsibility to keep this information up-to-date and error free. Irrespective of the fact that the User Account, or Fundraiser Account may have been created by a VivaHub representative, all of the above representations and warranties are made by the Fundraiser with respect to his accounts, and Fundraiser ensures the accuracy of all information provided to the VivaHub representative, and all information contained in Fundraiser's Portal on VivaHub.com. Fundraiser remains solely liable for all of these representations and warranties and all terms in this Fundraiser Agreement, including the accuracy of all information contained in Fundraiser's VivaHub User Account and Fundraiser Account, including any errors or omissions of any kind committed by the VivaHub representative, and shall indemnify VivaHub in the event of a dispute arising out of any entries made by VivaHub inside the Fundraiser's Account.

Participating in Partnered Offers on VivaHub.com

There are two different ways that Fundraisers may generate an Offer on VivaHub: (i) by creating a "Fundraiser Request for Partnership" following which a Merchant generates a Partnered Offer based on that request; and (ii) by selecting a Merchant's "Open Offer to Fundraisers" which allows Partnered Offers to be created automatically, whenever a Fundraiser selects and schedules one of Merchant's Open Offers for their Campaign.

The creation and submission of a Fundraiser Request does not obligate VivaHub to accept it or any of its contents, nor promote it, nor does it entitle any Partnered Offer generated by the Merchant in response to a Parnership Request, to be made available for sale on VivaHub.com unless the Partnered Offer has been approved by a VivaHub administrator. VivaHub shall make the final determination as to whether a Partnered Offer is appropriate for the VivaHub platform, and reserves the right to choose not to make a Partnered Offer available for sale for any or no reason, or to terminate an Active Offer at any time for any or no reason, in their sole discretion.

When VivaHub determines that the Partnered Offer is appropriate, the Partnered Offer will become scheduled to appear during the Partnered Offer's designated Sales Period, during which point the Partnered Offer will be an Active Offer that is available for purchase on VivaHub.com, unless VivaHub terminates the Offer early.

The Two Types of Fundraiser Partnered Offers

1. Partnered Offers created from "Open Offer" Selection

By utilizing VivaHub's Select an "Open Offer" feature inside the Fundraiser Portal on VivaHub.com, a Fundraiser may select and schedule an Open Offer, thereby creating a Partnered Offer for the date range the Fundraiser specifies. Published Open Offers that are approved by VivaHub, will be made available for any and all Fundraisers to select for their organization. An Open Offer is not an Active Offer, and does not activate (by becoming a Fundraiser-Partnered Offer) unless the Open Offer is selected and scheduled by a Fundraising Organization.

Should a Fundraiser select and schedule a Merchant's Open Offer, it then becomes a Fundraiser-Partnered Offer, subject to the terms of this Fundriaser Agreement, and the terms selected and entered by Merchant in that particular Open Offer. The Fundraiser-Partnered Offer will be an Active Offer, available for sale on VivaHub.com during the Sales Period specified by the Fundraising Organization that selected the Offer. Merchant's Open Offer may be selected and scheduled by one or more organizations during the period of time that it is an Active Open Offer on VivaHub.com.

Merchant will not have control over which Fundraisers will have access to see and, at their option, select Merchant's Open Offer. However, despite your ability to schedule a Partnered Offer from a Merchant's Open Offer, a Merchant may determine it does not wish to partner with your organization during the period you specify, at some point after you have selected the Merchant Open Offer, and scheduled a corresponding Partnered Offer. In such situations, your Scheduled Partnered Offer, or Active Open Offer may be deleted or terminated, and VivaHub nor the Merchant is liable for any damage or injury that this may cause. Subject to the preceding statements, if Merchant's Open Offer is selected, Fundraiser has the ability to schedule the Partnered-Offer to be Active, during any Sales Period that the Fundraiser sees fit, regardless of when the Open Offer is Active.

VivaHub waives any and all liability associated with those Fundraisers that may use VivaHub and access or select the Active Open Offers on VivaHub.com, and with which the Merchant may or may not wish to be associated with. VivaHub makes no representations, warranties, or other claims regarding the validity of the claims made by Merchants, and Fundraiser expressly indemnifies and holds VivaHub harmless against any damage that may be caused to the Fundraiser, Merchant or Third Parties, even if such damages were foreseeable, and even if VivaHub was warned of the likelihood of damages, due to the Fundraiser's selection of a Merchant's Open Offer, and any and all Fundraiser activities surrounding Fundraiser's promotion, sale, or presentation of the Merchant's Offer online, in print, in person, or otherwise.

2. Creating a Fundraiser Partnered-Offer by Merchant responding to a Fundraiser Request for Partnership

A Fundraiser may send a "Request" to a Merchant that it wants to create a Partnered-Offer, specifically for them. Upon accessing these requests, a Merchant may choose to reject the request (a reason for rejection will be required), or accept the request by creating a Fundraiser-Partnered Offer with that particular Fundraiser. Should Merchant choose to accept the Fundraiser Request, it will do so by proceeding with Fundraiser-Partnered Offer Creation. Fundraiser will be bound by Fundraiser Agreement and VivaHub's Terms and Conditions, when the Partnered Offer is accepted, and ultimately when it becomes an Active Partnered Offer, published on VivaHub.com.

No Contract With Any Merchant

Despite the language above and in the rest of this Agreement (including but not limited to language such as partnership, request, acceptance), you expressly agree that no contract is formed directly between the Fundraising Organization and any Merchant on VivaHub through any interaction on the VivaHub platform. This includes, but is not limited situations where a Merchant creates a Fundraiser-partnered Offer by responding to a Fundraiser Request for Partnership. In such a situation, Fundraiser's contract governing these arrangements is exclusively with VivaHub, pursuant to this Fundraiser Agreement.

This Fundraiser Agreement is solely between the Fundraiser and VivaHub, and no additional agreement with the Fundraising Organization is express or implied by this Fundraiser Agreement. Agreements outside of this contract that contradict this Fundraiser Agreement are expressly forbidden. Fundraiser agrees to indemnify and hold harmless VivaHub, based on any communications, promises (whether express or implied), or contracts made between Merchant and Fundraiser. Further, Fundraiser agrees that nothing stated in this Fundraiser Agreement or on the VivaHub platform creates any direct contractual relationship between Merchant and any Fundraiser on VivaHub, despite any site functions, mechanics, or language which may suggest otherwise.

Promoting the Partnered-Offer

When your Partnered Offer goes Active during its scheduled Sales Period, VivaHub may promote it using any method or medium that in its sole and exclusive discretion it believes is appropriate. In order to market and promote Merchant's Partnered Offers, VivaHub may if it so chooses utilize e-mail, internet, mobile applications, or other electronic means that it controls or operates, and reserves the right, but has no obligation, to promote the Offer through its affiliates and third party business partners. Similarly, Fundraiser may promote Partnered Offers by e-mail, internet, mobile applications, or other electronic means that it controls or operates, and reserves the right, but has no obligation, to promote the Offer through its affiliates and third party business partners.

VivaHub will exclusively determine how, and to whom, it will promote Partnered Offers. In its sole discretion, it may utilize a variety of information to determine which customers (and potential customers) to promote Partnered Offers to, including location and geo-locational customer data, customer preferences or interests, and any other methods it deems appropriate.

Limited Grant of Non-Exclusive License to use Merchant IP with regard to Partnered Offers

As to each Partnered Offer, Merchant has granted both VivaHub and any Fundraiser with which it has a Partnered Offer the non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute, display and perform any trademarks, photographs, graphics, artwork, videos, sound clips, text, and any other copyrighted materials or content that it provided to VivaHub in the Merchant Portal or otherwise used to describe its Partnered-Offer in any and all media or formats in connection with Fundraiser's marketing efforts of any Partnered Offer and VivaHub's fulfillment of its rights and obligations under this Merchant Agreement, including the promotion of any Offers, distribution of any Merchant's VivaHub Vouchers, and any marketing or instructional materials, in whatever form of media VivaHub chooses, to promote or explain the VivaHub platform, in general, even when such explanations do not serve the purpose to directly promote or otherwise benefit you. You may include any Merchant that has a Partnered Offer with you, in any press release, regarding your Partnered-Offers or that identify you as a past or present partner with that VivaHub Merchant. This Fundraiser Agreement does not entitle you to use or access any other Intellectual Property of the Merchant without the Merchant's explicit permission, and such an agreement is completely outside of this Agreement with VivaHub.

Termination of an Offer

Merchant may terminate any Offer by making a request to terminate in the Merchant Portal, and Merchant may do this at any time regardless of whether a Partnered Offer is Active, or scheduled. Fundraiser may make a request to terminate a Merchant's Partnered Offer by making a request to terminate by sending such a request using the Contact Us form. Whether it is a Scheduled or Active Partnered Offer, termination may require the assistance of a VivaHub administrator. Fundraiser acknowledges that access to a VivaHub administrator is not guaranteed, and may lead to delays in ending these Offers. Fundraiser agrees to indemnify and hold harmless VivaHub due to any termination of Partnered Offers, whether Active or Scheduled, and for delays relating to VivaHub's termination of an Active Offer, whether or not the delays in terminating the Offer were VivaHub's fault, and whether or not the delays could have been avoided. Fundraiser indeminifies, and holds VivaHub harmless for damage related to delays, or even failures, to terminate Merchant's Offers on VivaHub.com, regardless of the reason for termination.

Voucher Sale and Distribution

When the Offer is purchased and VivaHub has received full payment for purchase price of the Voucher, as well as any additional Donation Amount that may be applicable on certain Partnered Deals, VivaHub will generate, make available, and authorize for use a VivaHub Offer Voucher that entitles the purchaser the right to redeem the Voucher with the Merchant, pursuant to the terms specified on the Voucher itself, as well as those additional terms contained in the User Terms & Conditions. At this time, Fundraiser will be credited with the Donation Amount of each purchased Voucher, which will be visible inside their Fundraiser Portal.

Accepting Cash Donations on VivaHub using the Donation Feature

Your Fundraiser Account, when created, will be pre-selected to accept Cash Donations using VivaHub's built in Donation Feature. You may remove this feature at any time by un-checking the accept direct Direct Cash Donations, when this feature is enabled, will be solicited in a variety of locations on VivaHub.com. VivaHub automatically generates a "Certificate of Donation" for the Donor, acknowledging the donation, and provides you the Donor's information along with each donation. Your VivaHub Fundraiser Account located inside your Fundraiser Portal will be instantly credited with each Cash Donation once VivaHub has received full payment, less applicable transactional fees at that time. The applicable fees are listed in your Fundraiser Portal in detail where the feature is provided, and may change from time to time. You may opt out of this feature at any time.

Refunds of Donation Amounts

Customers will be provided a brief window of time during which they can cancel their purchase or donation. Donation Amounts and Cash Donations are typically not refundable to the User, outside of the brief cancellation period we provide users following their initial purchase. However in certain cases even outside of the cancellation period, in VivaHub's sole discretion, the User's Donation Amount or Cash Donation may be refunded to that User, along with the Purchase Price of the VivaHub Voucher associated with a Partnered Offer. In such a case, VivaHub will debit the previously credited Donation Amount from your Fundraising Organization's Account.

Cancellations of Purchased Vouchers or Cash Donations

Customers shall be provided a limited time during which they may cancel their transaction with VivaHub and receive a full refund, for any reason, thereby relieving Merchant of any redemption obligations associated with the particular canceled Voucher. Customers may only cancel their purchase of Vouchers and receive a refund if they have not yet been redeemed by the Merchant, inside the Merchant Portal.

VivaHub reserves the right, for any reason in its sole discretion, to terminate Offers prior to its scheduled ending time/date, or to cancel any purchased Vouchers and refund any User the Purchase Price, Donation Amount, or Cash Donation thereby relieving Merchant of any redemption obligations, and debiting the Fundraiser the refunded Donation Amount or refunded Cash Donation amount.

Refund of Purchased Vouchers, Donation Amounts, or Cash Donations Outside of Cancellation Period, and Customer Chargebacks

If VivaHub determines that a Customer Refund is required (either for the Voucher Purchase Price, Donation Amount, or Cash Donation), due to reasons that it determines in its sole discretion, it may refund the amounts paid by the customer, and in such a case, the balance inside your Fundraiser Account may be reduced by the amounts of refunded Donations Amounts or Cash Donations, and Fundraiser is required to rectify any negative balance in Fundraiser's account within 30 days.

In certain cases, credit cardholders may initiate a credit card chargeback dispute, typically if they are denied a refund by VivaHub, and otherwise unsatisfied with their purchase or donation, or in the case of alleged fraudulent or unauthorized use of their credit card. If the cardholder initiates such a dispute, VivaHub will comply with the requests required by the dispute process, and attempt to resolve the dispute favorable. However, if for reasons outside of VivaHub's control, the cardholder successfully wins a chargeback dispute, the cardholder will force a refund to occur. At this time, your Fundraiser Account may be debited by VivaHub an amount equal to the to Donated Amount, or the Cash Donation amount.

Requesting Payment

To Request a Payment of your Account Balance, simply select the "request a payment" (or similar feature) inside your Merchant Portal. VivaHub will mail your check using within the time specified inside your Merchant Portal. A check-writing fee of $2.50 is charged for each check written, if your Account Balance is less than $100.00. For the foregoing reasons, it is not possible to request a check from VivaHub until your account balance is greater than $2.50. Your account will be credited and debited pursuant to this Fundraiser Agreement, and will be further debited based on the check amount at the time of remittance. You must complete VivaHub's substitute W-9 form, located inside your Fundraiser Portal, prior to requesting your first check. VivaHub will not issue you a 1099 unless we believe it is required by law, and when applicable you consent to receive your 1099 form via electronic delivery.

Fundraiser Mailing Lists and Team Member List

Fundraisers may, but are not required to, provide a supporter e-mail list and Team Member list to VivaHub, in order for VivaHub to communicate the Fundraiser's Campaign and Partnered Offers. A Fundraiser mailing list will not be used for any purpose other than promoting that particular Fundraiser's Partnered Offers and Campaign. Mailing lists will not be used to market any other fundraiser, business, or any other VivaHub promotion. Fundraiser represents and warrants that he has the authority to e-mail all names on the e-mail list(s) that Fundraiser provides, and Fundraiser's use of each e-mail address on the list complies with all applicable Laws.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has the authority, power, and right to enter into this Fundraiser Agreement and perform its obligations under these terms; (b) these Terms reflect its legal, valid and binding obligation, enforceable against it; and (c) it shall comply with all Laws applicable to its obligations under the Fundraiser Agreement.

You represent and warrant to VivaHub that: (a) information you provide to VivaHub including your representations about your organization, where applicable, do not and will not infringe, misappropriate, or otherwise violate any intellectual property right or right of privacy or publicity of any third party; (b) you hold all necessary regulatory and authorization documents, if any are required, to market Partnered Offers through VivaHub; (c) you have all rights necessary to grant the licenses set forth in these Terms; and (d) your entry into this Agreement or the creation of any Partnered Offers on the VivaHub platform does not violate any outside contract.

DISCLAIMERS AND LIMITATIONS OF LIABILITIES

VivaHub.com, including, any services, promotion, distribution, redemption and/or other information made available through the Vouchers and/or related to VivaHub.com are provided "as is" without a warranty of any kind and on an "as available" basis. You use VivaHub.com at your own and sole risk.

To the fullest extent possible under the Law, VivaHub expressly waives any and all representations and warranties, whether express, or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, implied warranties out of course of dealing, performance, usage and trade, obligations, liabilities, rights, claims, remedies in tort, whether or not arising from negligence, except as otherwise prohibited under the Law. VivaHub expressly disclaims and waives any liability for any claims related to the use of VivaHub.com, including but not limited to, waiver of any liability that the functions on VivaHub.com will meet your requirements, or be available, timely, secure, without omissions, or other defects, uninterrupted, and/or error-free. VivaHub expressly disclaims any liability for service interruptions, system failures that may affect acceptance, completion, and settlement of any transactions, delay, interruption in use and any claims or losses thereof, and/or any claims for lost profits thereof. VivaHub does not make any representation or warranty that use of VivaHub.com will result in increased revenues or profits for Fundraising GROUPS. VivaHub disclaims any and all responsibility and/or liability to you, MERCHANTS, USERS, third party merchants for third party claims, including but not limited to, claims for false advertising, injuries, illnesses, or death. Fundraising groups are solely responsible for knowing and complying with any applicable Laws, whenever they access VivaHub.com for any reason. VivaHub hereby waives any responsibility to inform fundraising groups of any applicable Laws.

VivaHub's disclaimer of liability applies to damages, including but not limited to, damages for injury caused by reliance on VivaHub.com, failure of performance, inability to use VivaHub.com, errors, omissions, interruptions, deletions, defects, delay in operation or transmission, viruses, scripts, Trojan horses, line failures, lost data, loss of goodwill, work stoppage, computer failure, malfunction, or any other commercial damages, or losses, even if VivaHub knew, or should have known, of the possibility of damages.

Neither party shall be liable or obligated to the other party or any third party for any punitive, indirect, incidental, special, exemplary or consequential damages of any kind (whether in Contract, Tort, Negligence, Strict Product Liability or other legal or equitable theory) even if it had been advised or should have known of the possibility of such damages in advance. This limitation shall not apply, as to both VivaHub and any fundraising group, to the terms stated in the sections of this fundraiser Agreement regarding each party's Indemnification Obligations to the other party. Furthermore, this limitation shall not apply, as to you and any third parties you delegate, for your failure to comply with all Laws and Authorizations, your failure to maintain your Confidentiality obligations, your failure to protect VivaHub's Intellectual Property Rights and the Intellectual Property Rights of others, and your failure to protect Customer Data provided to you.

In no event will VivaHub's liability for claims arising out of or relating to anything under this Agreement and VivaHub's obligations to fundraising group via this Agreement exceed an amount equal to the FUNDRAISER CASH DONATION AMOUNTS CREDITED TO THE FUNDRAISER INCLUDING ANY FUNDS RAISED BY WAY OF SUCESSFUL SALES OF YOUR PARTNERED DEALS (TOGETHER "DONATIONS") over the last six months. VivaHub shall have no liability for any failure or delay due to matters beyond their reasonable control. Neither party shall be liable in damages to the other for any delay or default in performing hereunder, for the duration of such event, if such delay or default is caused by Acts of God, terrorism, wars, fire, riots, insurrections and/or and other similar events beyond the reasonable control of the party whose performance is affected.

VivaHub makes no representation, nor warranty, nor guarantee, of any kind, express or implied (i) that the offers or Vouchers will be error-free; (iI) that any errors, omissions or misplacements in the offers, Vouchers, or elsewhere on the website will be corrected at any point in time; (III) that our Website, its servers, or e-mails sent from or on behalf of VivaHub.com are free of viruses, scripts, trojan horses, worms or other harmful components; (IV) that offers or Voucher Sales will result in any revenue or profit for the fundraising group; or (v) that VivaHub bears any responsibility to inform fundraising group of applicable state or local Laws governing these types of transactions.

VivaHub's rights under this Agreement shall survive any termination of this Agreement. Any claim arising out of, or related to any PARTNERED Offer OR DONATION must be made within one (1) year from the first publication of the PARTNERED OR RECEIPT OF the DONATION, or the claim is deemed forever waived. If fundraisER fails to bring any cause of action arising out of or related to any error or omission in an Offer, or on a sold Voucher based on that Offer, within one year of the first publication of the Offer, said action is forever waived. The foregoing shall not apply to the extent prohibited by applicable law.

VivaHub shall not be responsible for the content posted by Users, MERCHANTS, and Fundraisers. However, VivaHub shall have full authority to remove any content posted that VivaHub deems unsafe and/or unsuitable for VivaHub.com, at VivaHub's sole discretion. VivaHub shall have the authority, and fundraising group waives any right to contest, VivaHub's right to edit and/or delete any objectionable content as determined by VivaHub. VivaHub shall not be liable for any defamatory, offensive, and/or illegal conduct of other Users, fundraising groups, or Merchants on VivaHub.com.

INDEMNIFICATION

FUNDRAISING GROUP, at its sole expense, will indemnify, defend, and hold VivaHub (including our affiliates, partners, officers, directors, employees, and agents) harmless from any claim, loss, damage, settlement, cost, expense or any other liability (including, without limitation, attorneys' fees) arising from, or in any way related to the following: a) your breach of any provision of this Fundraiser Agreement; (b) your negligence, fraud, or willful misconduct, including the entry of incomplete, misleading, or inaccurate information in your Fundraiser Portal; (c) any marketing or sales channels or activities owned, operated, delegated by, or affiliated with you and your products, services, assets, or materials , including, but not limited to, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; (d) Any taxes or governmental liabilities, including, but not limited to (i) any claim for licensing fees, income tax, if applicable, or any other similar tax or fee obligations (including any penalties, interest or other additions to taxes or fees) arising from the donations received through a VivaHub Partnered Offer.

Fundraising Organization must hire and use Counsel reasonably satisfactory to VivaHub to defend each indemnified claim, at Fundraiser's expense. If at any time, however, we reasonably determine that any indemnified claim might adversely affect us, VivaHub reserves the right to take control of the defense at VivaHub's own expense. Fundraising Group may not consent to the entry of any judgment or enter into any settlement of a claim without the prior written consent of VivaHub, which VivaHub may not unreasonably withhold.

As between Fundraising Group and VivaHub, Fundraising Group shall be solely responsible for any and all obligations associated with the use of any third party website, service, or feature that you†permit VivaHub to access, reference, or utilize on your behalf, including compliance with any applicable terms of use.

CONFIDENTIAL INFORMATION

During your use of the VivaHub platform, you may come into contact with information which VivaHub considers to be confidential. Any information contained in the Fundraiser account and that is generated, or provided to you by the VivaHub system, is considered confidential. This information is not known to the general public. You agree as follows: (a) all Confidential Information will remain VivaHub's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your fulfillment of your duties under this Agreement and you will only disclose Confidential information on a need-to-know basis; (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party for any reason not contained herein, and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Fundraiser Agreement. Upon actual, alleged or threatened breach of the confidentiality obligations by either party, both party's agree the other party is likely to suffer immediate and irreparable harm, and that other party, without the posting of any security or bond, may seek an injunction, temporary restraining order, or other form of equitable relief. If either party to this Fundraiser Agreement is required by law to disclose the other party's confidential information, it shall promptly notify and cooperate with the other party to obtain a protective order, or otherwise limit disclosure of any confidential information. You agree that any communications between you and VivaHub, such as email, telephone conversations, or other correspondence, in which you offer recommendations or comments for improving or modifying our website, offerings, and services, will be considered non-confidential and non-proprietary, and you further agree that such information may be used freely by VivaHub, without any limitation whatsoever.

CUSTOMER INFORMATION

VivaHub owns all information collected by VivaHub, or on behalf of VivaHub, including information and data regarding customers that may or have purchased VivaHub Vouchers. Subject to VivaHub's Privacy Policy, Terms & Conditions, and any applicable Law, VivaHub shall not provide you such data except to the extent such data is necessary to comply with applicable laws regarding the donations (and related donor information) that you receive. Except to the extent required by Laws, or otherwise authorized in writing by VivaHub, Customer Information may not be used for any other purpose other than to comply with applicable donation Laws. You agree to protect Customer Information from third party disclosure to the same degree, and in the same ways, including the notification required in the case of unauthorized access, as you shall protect "Confidential Information" as described above.

RELATIONSHIP OF THE PARTIES

Fundraising Organization acknowledges nothing contained in this Agreement establishes an employer-employee relationship between Fundraiser and VivaHub. Fundraiser and VivaHub agree they are independent contractors, and nothing in this Fundraiser Agreement shall be deemed or construed by the Fundraiser, VivaHub, nor by any third party, to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. VivaHub is NOT a donor or co-vendor to your organization, cause, and/or group. VivaHub is solely the issuer of the Vouchers. Merchant is the sole provider of goods and services associated with each Partnered Offer, and the sole responsible party for redeeming each Voucher sold. Fundraiser further represents and warrants it will not make any statement on its website, or otherwise, that would contradict anything in this section. Because VivaHub is not the agent of either you or any user that purchases any Voucher, for any purpose, VivaHub will not act as either party's agent in connection with resolving any disputes between participants related to, or arising out of any transaction, or the fulfillment of the obligations of that transaction. This Agreement will not create an exclusive relationship between the Fundraiser and VivaHub.

Fundraiser Compliance with Laws

Fundraiser acknowledges that it is not possible for VivaHub to stay up on the local laws of the many jurisdictions where this platform may reach, and that it is Fundraiser's sole responsibility to ensure it complies with all Laws, including, but not limited to laws applicable to the marketing of any Partnered Offer and reporting of donations as defined broadly above. Fundraiser agrees to indemnify and hold harmless VivaHub, in any situation where the privacy, donor, and/or consumer protection laws conflict with the use of VivaHub and the terms of this Fundraiser Agreement. Fundraisers may not utilize the platform, if and when the VivaHub Terms & Conditions or this Fundraiser Agreement, are in violation or at odds with any Law. Fundraisers may not utilize the platform, or promote any Partnered Offer, and will make every effort to have the Partnered Offer terminated or deleted from their campaign, if and when particular terms, restrictions, and/or product and service offerings contained in a Partnered Offer, are in violation or at odds with any Law.

You represent and warrant you are both duly authorized with the rights and permissions and fully compliant with all Laws (including possession of any requisite documentation such as licenses or certifications) with Laws and regulations for the marketing of any Partnered-Offer with your Fundraiser. If at any point during the term of this Agreement, you no longer meet the terms of this section, you shall immediately notify VivaHub.

VivaHub retains the right to immediately halt any transaction, reverse a transaction, prevent, or restrict access, or availability to certain VivaHub.com features or areas, to any Fundraiser, at any time, and for any reason.

VivaHub Intellectual Property

Fundraiser acknowledges that VivaHub is the owner of VivaHub intellectual property, including all right, title, and interest in the VivaHub.com site include but not limited to VivaHub software, logos, graphics, trade name, trademarks, service marks, and illustrations. Fundraising Group agrees all software, content, data, technology and tools to (a.) create Offers and Partnered Offers, including that used to create Fundraiser Requests to Merchants, (b.) to market, promote, and to sell Offers of all kind, and to redeem Vouchers are the property of VivaHub and protected by United States and international copyright and trademark laws and Fundraiser shall not, including but not limited to, copy, reproduce, sell, or prepare any derivative work of VivaHub.

You may use VivaHub's name, trademarks, solely for the purpose of marketing and promoting your Partnered Offer to your supporters and potential supporters. Outside of this limited permissible use, you may not issue any public statement of any kind (electronically, verbally, in print, or other media) related to anything arising out of this Fundraiser Agreement, including the use of our name, trademarks or logo, in any other way (including in promotional material), without VivaHub's advance written permission. You may not misrepresent or embellish the relationship between VivaHub and you, in any way, nor shall you use or display the above mentioned trademarks, logo, name, or website in any manner that suggests or states that VivaHub endorses or approves of your products or services.

VIVAHUB'S NON-EXCLUSIVE LICENSE OF FUNDRAISER INTELLECTUAL PROPERTY

Fundraiser warrants and represents it has the authority to grant VivaHub and does grant VivaHub through this Agreement a non-exclusive license to use, display and transmit Fundraiser's trademarks and other intellectual property, including but not limited to, graphics, images, text and other content to promote their Fundraiser on VivaHub.com.

ELECTRONIC COMMUNICATIONS

Communications between Fundraiser and VivaHub use electronic means, whether Fundraiser visits VivaHub.com or send us emails, or whether VivaHub posts notices on the VivaHub.com website, or communicates with Fundraiser via email.

Fundraiser consents to receiving electronically all notices, agreements, terms and conditions, and other communications provided to you from VivaHub. Such communications from VivaHub shall satisfy the requirement, anywhere in this Agreement and to the extent required and permissible by law, that notices from VivaHub be in writing. The foregoing does not affect your non-waivable statutory rights.

We will send all notices and other communications regarding this Agreement to you at the e-mail address you specify at the time you sign up. You may change this e-mail address inside your User Account on VivaHub.com. You must update this e-mail address, as well as all other account information (both in your User Account and in your Fundraiser Portal) that you provide to VivaHub, to ensure that it remains up to date at all times.

Any notice that is sent to you, that is required or permitted by this Fundraiser Agreement, shall be provided to you in writing, and shall be deemed delivered either when (a) delivered by e-mail to the latest e-mail address then contained inside your VivaHub User Account, or (b) regardless of whether or not actually received, when deposited with UPS, FedEx, or the US Mail (certified with return receipt), addressed to the you at the address specified by you, in your Fundraiser Portal. You agree that your failure to keep both your e-mail address and physical address up to date at all times is a material breach of your obligations under this Fundraiser Agreement.

Fundraising Group must send all notices and other communications, legal or otherwise, relating to VivaHub and this Fundraiser Agreement to our Fundraiser Team by using the VivaHub Contact Us form.

DISPUTE RESOLUTION

Dispute Resolution. You and We agree to be bound to resolve any dispute under this Agreement through arbitration under the Federal Arbitration Act and waive the right to proceed with any lawsuit in Federal or State court. There is no judge or jury in arbitration and the rules are different than in a court of law. The review of any award is limited. Arbitrators can award the same damages and relief as a court of law. Any arbitrator of any dispute under this Agreement must follow this Agreement as a court would be bound to do.

Binding Arbitration. Any controversy(ies) or claim(s) arising out of, or relating to, this Agreement, contract therein, performance, breach thereof, and/or termination, including disputes regarding the Terms of VivaHub.com, Merchant Agreement, Fundraiser Agreement, use of VivaHub.com and/or the purchase of Vouchers through VivaHub.com shall be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules by a single arbitrator.

Location of Arbitration. You and We agree any arbitration under this Agreement shall be held in Durham, North Carolina.

Applicable Law. You and We agree the applicable law for any arbitration held under this Agreement shall be North Carolina law and the arbitrator shall apply North Carolina law consistent with the Federal Arbitration Act, and applicable statutes and limitations and shall honor claims of privilege recognized at law.

Enforcement of Arbitration Award. The parties shall be entitled to enforce any arbitration award under this Agreement in State Courts in the State of North Carolina, hereby consent to jurisdiction of State Courts in the State of North Carolina, and hereby irrevocably waive the right to contest jurisdiction of State Courts in the State of North Carolina, as well as, venue.

Waiver of Class and Representative Actions. You and We agree all arbitrations shall be individual arbitrations and there shall be no consolidation of claims, persons, parties, or actions similarly situated. The parties agree no class actions or representative actions shall be permitted under this Agreement. You and We agree the right to any such class and/or representative actions under this Agreement are forever waived.

Costs of Arbitration. Upon request to VivaHub.com and upon valid and sufficient proof of an inability due to cost to arbitrate a dispute under this Agreement, rather than litigate a dispute under this Agreement, VivaHub.com agrees to pay portions of arbitration filing, administrative and hearing fees until the arbitration cost is no longer prohibitive as opposed to litigation as determined by the arbitrator. The parties agree each shall pay his or her own attorney fees for any dispute under this Agreement; however, they agree attorney fees, if permissible under any claim under this Agreement, may be awarded in arbitration by the arbitrator.

Severability. If any part of this Agreement, except the section titled "Waiver of Class and Representative actions", is determined invalid or unenforceable through arbitration, or a court of law, that provision shall be severed and the remaining parts shall remain valid, enforceable, and binding upon the parties. In the event the provision titled, "Waiver of Class and Representative Actions" is determined invalid and unenforceable, the entirety of this section regarding "Dispute Resolution" requiring final and binding arbitration shall no longer be in effect or valid, and any claims there under shall be litigated in the State Courts of the State of North Carolina, and under North Carolina Law. The parties hereby waive the right to a jury trial in the event the claims proceed in court.

MISCELLANEOUS

Section Headings and Interpretations. The section headings used herein are for convenience only and shall be of no legal force or effect. References to a section include references to all subsections of that section.

Invalidity of a Provision. Should any statement made in this Agreement be held invalid, unlawful, or for any reason unenforceable by a court of competent jurisdiction, the remaining portions of the Agreement shall be deemed severable from these terms, and remain in full force and effect. To the extent permissible by law, the parties shall negotiate an equitable adjustment in the provisions in order to affect, to the maximum extent permitted by Law, the purpose and effect of this Agreement, and the term held to be invalid or unenforceable. Otherwise the portion will be construed consistent with applicable law, by the court of competent jurisdiction, to the greatest extent possible to affect the intentions of the parties contained in this Agreement.

WAIVERS

No waiver by either party of any breach or default of any term of this Fundraiser Agreement is a waiver of any preceding or subsequent breach or default. Furthermore, the failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder. VivaHub's failure to enforce Fundraiser's strict performance of any provision of this Agreement will not constitute a waiver of VivaHub's right to enforce such provision or any other provision of this Fundraiser Agreement at any time subsequently. VivaHub's rights under this Agreement will survive any termination of this Agreement.

MODIFICATION

VivaHub.com reserves the right to make any change or modification to this Fundraiser Agreement, without prior notification to you, at any time and at our sole discretion. We recommend you review this Fundraiser Agreement regularly, as well as make note of the date, so that you stay informed of changes that we may make. Any modification or deletion to any terms contained in this Fundraiser Agreement shall be effective immediately upon VivaHub's posting of those modifications or deletions. No part of this Fundraiser Agreement may be otherwise amended or modified (other than set forth in this paragraph), except by mutual written agreement signed by both the Fundraiser and VivaHub bearing the physical signature of an officer of VivaHub. No Waiver of VivaHub's rights hereunder shall be valid or effective except by mutual written agreement signed by both the Fundraiser and VivaHub bearing the physical signature of an officer of VivaHub. No purported waiver or modification of this Agreement by VivaHub can be made nor can it be valid, via telephonic or email communications. YOUR CONTINUED ACCESS OF THE FUNDRAISER PORTAL AFTER VIVAHUB'S POSTING OF ANY MODIFICATIONS OR DELETIONS TO THIS FUNDRAISER AGREEMENT, WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH MODIFICATIONS OR DELETIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS FUNDRAISER AGREEMENT, YOU MUST TERMINATE THIS FUNDRAISER AGREEMENT AS PROVIDED BELOW.

Assignment

You may not assign or transfer any of your rights under this Agreement, or delegate any of your obligations pursuant to this Agreement, by operation of law or otherwise, without VivaHub's prior written consent, and any attempt by you to do so will be invalid. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against VivaHub and the Fundraiser, and each of their respective successors and assigns. VivaHub may perform any of our obligations or exercise any of our rights under this Agreement through one or more vendor, affiliate, contractor, or similar.

Successors and Assigns; No Third Party Beneficiaries.

Nothing expressed, mentioned in, or implied from this Fundraiser Agreement is intended or shall be construed to give to any third-party other than the parties expressly contemplated in this Agreement any legal or equitable right, benefit, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of VivaHub, the Fundraiser, and relying VivaHub customers and/or Fundraisers. These Terms shall be binding upon and inure to the benefit of, the Parties and their respective permitted successors and assigns.

ENTIRE AGEEMENT

The terms of this Fundraiser Agreement constitute the entire agreement of the parties with respect to the subject matter that it contains, and supersedes all prior or contemporaneous oral or written agreements and understandings.

CONFLICT

In the event of a conflict between this Fundraiser Agreement and the terms of a Partnered Offer, these terms shall govern. In the event of any conflicts between the User Terms & Conditions and this Agreement, the User Terms & Conditions shall govern. In the event of any conflicts between the Privacy Policy and this Agreement, the Privacy Policy shall govern.

CHOICE OF LAW

Viva Hub, Inc. is headquartered in Durham, North Carolina. This Fundraiser Agreement shall be exclusively governed by the Laws of the State of North Carolina.Fundraiser and VivaHub agree that any and all disputes arising out of or related to this Fundraiser Agreement (including the performance, breach, or termination of this Agreement), Fundraiser's use of the Website, and/or Your purchase or use of anything available through VivaHub.com shall be governed by and in accordance with the laws of the State of North Carolina (exclusive of its rules regarding conflict of laws).