Todah Terms & Conditions

Terms of Use

Last Updated / Effective Date: 3/25/2016

 

Summary

Welcome to the Todah.com website (the “Todah Website”) operated by Todah, Inc. (“Todah,” “we,”, or “us”). By using the Todah Website, you acknowledge that you have read and agree to be bound by the following Terms of Use (the “Terms”) and by our Privacy Policy available at www.Todahgive.com/privacypolicy, which is incorporated herein by reference. You also hereby agree to comply with any and all technical specifications, rules of operation, and security procedures expressly set forth on or used with the Todah Website. We retain the right to update these Terms, from time to time, and your continued use of the Todah Website indicates that you have, in each case, read and agree to be bound by such revised Terms. The Todah Website is only for use by persons that are older than 18 years of age. By using the Todah Website, you hereby certify that you are 18 years of age or older. Nothing in these Terms may be construed to create or confer any rights on third party beneficiaries. If you do not agree to any of the terms and conditions set forth herein, you must not use the Todah Website.

 

Eligibility and Registration

While you do not need to create an account to browse the Todah Website, you will need to create an account with us if you want to participate in fundraising activities. By creating an account with us, you will be asked to provide an email address and password. We will ask you to provide certain personal information, such as first name, last name, and email address, in creating your user profile. Once created, the user profile will be viewable by the general public. (You may, however, choose to show as “Anonymous” at any time via your profile settings).

You are responsible for all activities occurring under your email address and for keeping your login and password secure. We may refuse to grant you access with a login that (i) impersonates someone else, (ii) may be protected by trademark or proprietary rights law, or (iii) is vulgar, offensive, or otherwise inappropriate, as determined by us in our sole discretion. Any attempt to access restricted areas without authorization is prohibited. You must notify us immediately if you become aware of any unauthorized use of your password or other security breach by emailing info@todahgive.com.

If you create an account with us, we may send a monthly newsletter, system messages pertaining to account information, and other communications to your email. You may opt out of the monthly newsletter at any time by clicking the unsubscribe link on the newsletter email.

This site is intended solely for individuals 18 years of age or older. Any use or access of the site from users under 18 is strictly prohibited except when under the control and using the account of the child’s parent or guardian. We will terminate the membership of any such users and will work in good faith to remove any content they may have contributed to the Todah Website.

Fundraising on Todah

Registered Charities and Administrative Access

We have partnered with Renaissance Charitable Foundation (“RCF”) to administer charitable donations contributed through the Todah Website. RCF acts as the the sponsoring charity for donor-advised funds and charitable gift annuities. The Todah Website obtains nonprofit information from the IRS 501c3 list and verifies the information through Guidestar to pre-approve the intended recipients of donor-advised contributions (“Registered Charities”). Todah does not engage in any solicitation activities on behalf of any Registered Charity.

By using the Todah Website and creating a campaign for a Registered Charity, you agree that:

  • You have contacted the Registered Charity to obtain authorization to use their brand and marks with your campaign.
  • You will provide true, accurate, and complete information.
  • You are solely liable and responsible for all actions taken via your user account.
  • You are not an independent contractor receiving any form of compensation for any fundraising activities conducted on the Todah Website.
  • You do not have authority to act on behalf of, speak for, or obligate Todah, or RCF in any manner.

Creating Campaigns

As a registered user of the Todah Website, you may use the Todah Website to fundraise for a cause of your choosing. Your campaign may be created to support a Registered Charity, or you may choose to create a personal cause campaign and directly to receive the raised funds. By using the Todah Website and creating a personal cause campaign through our service, you agree that:

  • You will provide true, accurate, and complete information.
  • You are solely liable and responsible for all actions taken under your user account.
  • You do not have authority to act on behalf of, speak for, or obligate Todah, or RCF in any manner.

Children under the age of 18 must have a parent or guardian register in his or her own name and ensure that the child's participation as a fundraiser complies with these Terms and is under the parent or guardian’s control and supervision.

Special Rules for Charity Campaigns

  • You agree and acknowledge that if you create a charity campaign, you are fundraising on the Todah Website solely at your own volition as an independent volunteer and that you will not be compensated by any other party for your fundraising activities you conduct on the Todah Website.
  • You agree to accurately promote any charity events or activities in accordance with these Terms.
  • You agree not to sell any goods or services, including raffles or sweepstakes, in exchange for donations in accordance with these Terms.

Special Rules for Personal Cause Campaigns

  • You agree to ensure all contributions to a personal cause campaign are used in accordance with the description you post on your page
  • You agree that you may not conduct raffles, sweepstakes or any other games of chance
  • You are solely responsible for any tax implications resulting from contributions received through your personal cause campaign

Acceptable Promotion of Charity Fundraising Events and Activities

Charity-sponsored events: You may promote fundraising events and activities that are organized, sponsored, or approved by a Registered Charity on your fundraising page. For instance, you may ask your friends to donate to the Registered Charity, through your Todah fundraising page, in conjunction with your participation in the Registered Charity’s fundraising events and activities, such as golf scrambles, runs, etc.

Un-sponsored events: In creating a charity campaign you may in your sole discretion choose to organize fundraising events and activities, such as golf scrambles, runs, etc. (referred to as “Events”), which are not organized or sponsored by the charity itself. You agree that neither Todah, nor RCF, nor any of their affiliates or sponsors, endorses, authorizes, or approves of such Events and they have no involvement in, or control over the planning, organization, or conducting of such Events. You agree that you take full responsibility for and assume all risk in conducting such Events and soliciting participation. You agree that neither Todah, nor RCF nor any of its affiliates, will be liable to you and/or to any third party for any direct, indirect, consequential, exemplary, special, punitive, or incidental damages arising from your sponsoring such Events or your or any third party’s participation in such Events. You may not promote any Events in a manner that would give the appearance that it is organized, endorsed, and/or sponsored by the Registered Charity, unless you have the Registered Charity’s express written permission to do so.

Limited License and Acceptable Use

Todah hereby grants you a personal, limited, non-exclusive license, without the right to sublicense, to use the Todah Website to create campaigns using the online tools and resources, and related services available on the Todah Website (collectively, the “Tools”) and solely in accordance with these Term of Use for the purpose of raising contributions for the cause advertised on your fundraising page.

Donating on Todah

Tax-Deductible Contributions to Charitable Causes

Donations made on the Todah Website in support of Registered Charities, projects of Registered Charities, or charity campaigns (collectively, “Charitable Causes”) are complete and final charitable gifts to the registered charity and are not refundable.

There is 2.9+.30 transaction fee and a 5% platform fee (total of 7.9+.30) per contribution. The remaining balance can be withdrawn from the nonprofit’s Wepay account as often as they request. For more information please feel free to contact info@Todahgive.com.

Contributions to Personal Causes

You acknowledge that donations made to pages categorized as “personal causes” on the Todah Website are processed by a designated independent payment processor (the "Processor"), and not Todah. All such contributions are non-refundable by Todah and are made in your sole discretion and at your sole risk based on your sole determination and evaluation of the Personal Cause. You are solely responsible for determining the tax deductibility of any contribution. Your contribution to a personal cause is subject to the Processor’s terms of use. Todah is not liable or responsible for any errors or omissions caused by the Processor or failures on part of the Processor. Todah’s transaction rate for contributions to personal causes is 8%, which includes all applicable processing fees.

Credit Card Anti-Laundering Policy

Only the authorized credit card holder may donate on the Todah Website. A third party may not use the donor's card information or enter donations on behalf of the donor. This practice is known as "credit card laundering" and violates Visa and MasterCard usage agreements. Todah may report any such abuses to the appropriate authorities. This restriction does not preclude the use of computer terminals or kiosks, with access to the Todah Website, for the authorized credit card holder to utilize in order to make a donation.

No Goods and Services in Exchange for Donations to Charitable Causes

Users agree not to promote or conduct, directly or indirectly any raffles, lotteries or other gaming activities, whether for charitable or other purposes.

Donor Information

Privacy and security of donor information is of vital importance to us. We will not share or sell names of donors without their consent. When you contribute to any cause on the Todah Website, you grant us permission to access your donation records at any time and to use the information you provide to process your donation. Unless you indicate at the time of making your donation that you would like to remain anonymous, we will make available to the Registered Charity and/or campaign online reports identifying, where available, your name, address, email, and transaction accounting details.

Conduct and Content on Todah

Website Content and Intellectual Property

Website Content

Todah or its licensors own all intellectual property rights, including but not limited to copyright, trademark, patent, trade dress, derivative works, moral rights, trade secrets, in all content that appears on the Todah Website and all Tools, and that are used by Todah in conjunction with the services provided through the Todah Website (other than User Content as defined in Section 15 below), including but not limited to, information, text, data, photographs, audio, video, images, graphics, documents, logos, and other content, associated technology and software, and the look and feel of the Todah Website (collectively, "Website Content"). You agree not to copy, alter, frame, distribute, publish, sell, prepare derivative works based on, or commercially exploit the Tools and/or any Website Content, without express written permission from Todah or its licensors.

Use of Logos

Unless (1) you have an appropriate written license directly from the Registered Charity you cannot use the Registered Charity’s logos or stylized versions of its name (“Logos”) in your fundraising page, any other advertising in raising funds for the Registered Charity, and/or with any products or services. However, you may refer to the Registered Charity’s name without using any of its Logos, or other trademarks solely for purpose of identifying it on your fundraising page.

Todah’s Trademarks

Todah grants you a personal, limited, non-exclusive, royalty-free license, without the right to sublicense, to use the trademark “Todah®” solely on your fundraising page and solely for purposes of identifying the fundraising mechanism for your Registered Charity through the Todah Website. Todah reserves the right to monitor your use of its trademark “Todah®” and to require that you use it in conjunction with its quality control criteria or standards. Todah reserves the right to refuse or revoke permission to use the “Todah®” trademark any time, including in the event that you violate these Terms and/or engage in any activities which, in Todah’s sole discretion, may result in (a) physical or other harm to any person or entity, (b) violation of any third party rights, (c) violation of any law, regulation, or ordinance, and/or (d) damage or tarnishing of Todah’s reputation or goodwill. You may not incorporate any Todah or RCF trademark within your company name or any trademark, trade name, or domain name.

Registered Charity Content

The Todah Website allows you to upload, post, and/or share information, text, data, photographs, audio, video, images, graphics, logos, symbols, documents, and other content regarding the Registered Charity(collectively, “Registered Charity Content”). The license granted by Todah to use the Todah Website, the Tools, and the services provided by Todah are conditional on and subject to your acknowledging and agreeing to the following conditions:

  • In creating and maintaining a fundraising page on the Website, you grant a limited, non-exclusive, royalty-free license to Todah to display the Registered Charity Content that you upload on your fundraising page for the exclusive purpose of promoting your fundraising page and soliciting contributions on the Todah Website. You further grant to Todah the right to sublicense the Registered Charity Content to volunteer fundraisers solely for the limited purpose of using the Registered Charity Content to highlight the Registered Charity on your fundraising page, including the right to access, display, view, store, and/or download the Registered Charity Content, and post or forward the Registered Charity Content to others. You represent and warrant that you have the necessary rights to grant the foregoing permissions to Todah. The foregoing license does not provide Todah any rights to sell or license any Registered Charity Content therein to any other third parties, and/or use the Registered Charity Content for advertising and promotion of Todah.
  • Registered Charity Content posted by you and other users of the Todah Website does not necessarily reflect the views of Todah.
  • Todah may, but is not obligated to, remove with or without prior notice to you any Registered Charity Content that it determines in its sole discretion is fraudulent, threatening, libelous, defamatory, or otherwise objectionable, unlawful, obscene, infringing or in violation of any party’s intellectual property or other proprietary rights, or in violation of this Agreement. Todah’s failure to block or remove any Registered Charity Content, however, is not a warranty, endorsement, representation, or guarantee regarding such Registered Charity Content.
  • The posting of Registered Charity Content on a fundraising page is solely the responsibility of the fundraiser that created such page. Todah does not assume responsibility for the accuracy of any information, ideas or opinions posted by you or other users of the Todah Website and is not liable for any claims, damages or losses resulting from such information, ideas, or opinions.
  • You have sole responsibility for your Registered Charity Content and the consequences of posting Registered Charity Content to the Todah Website.
  • You agree that the Registered Charity Content will accurately describe that contributions made via the Todah Website..
  • You represent and warrant that your Registered Charity Content does not infringe the copyright, trademark, publicity/privacy right, and/or other intellectual property or proprietary rights of any third party.

Appropriate User Conduct

The services you are receiving from Todah (and the collaborative charitable services you may receive from the RCF) are provided for personal use to promote grassroots generosity and philanthropic charity. No one may use these services or the Todah Website for any commercial purpose, or for any other purpose without our prior written consent.

You may not use the services provided by Todah and RCF or the Todah Website for any illegal or unauthorized purpose. While using the Todah Website, you must comply with all applicable domestic and international laws, statutes, ordinances, and regulations.

Appropriate User Content

The Todah Website may allow you and other users to upload, post, and/or share information, text, data, photographs, audio, video, images, graphics, logos, symbols, documents, and other content (collectively, “User Content”). The license granted by Todah to use the Todah Website, the Tools, and the services provided by Todah are conditional on and subject to your acknowledging and agreeing to the following conditions:

  • User Content posted by yourself and other users of the Todah Website does not necessarily reflect our views.
  • We will seek to remove or edit, with or without notice to you, any User Content that we deem to be unlawful, obscene, or in violation of these Terms. We may, but are not obligated to, remove any other User Content that we determine in our sole discretion to be fraudulent, threatening, libelous, defamatory, or otherwise objectionable, or infringes or violates any party’s intellectual property or other proprietary rights. Our failure to block or remove any User Content, however, is not a warranty, endorsement, representation, or guarantee regarding such User Content.
  • The posting of User Content on a fundraising page is solely the responsibility of each fundraiser who creates that page. Todah does not assume responsibility for the accuracy of any information, ideas or opinions posted by users and is not liable for any claims, damages or losses resulting from such information, ideas, or opinions.
  • You have sole responsibility for your User Content and the consequences of posting User Content to the Todah Website. You bear sole responsibility for the consequences of posting User Content.
  • You agree that the User Content will accurately describe the collection and intended use of contributions made via the Todah Website.

You represent and warrant that your User Content does not infringe the copyright, trademark, publicity/privacy right, and/or other intellectual property or proprietary rights of any third party, including but not limited to that of Registered Charities on the Todah Website

You agree not to:

  • advertise or sell any goods or service. This includes your agreeing not to upload to, post, share, or otherwise publish through the Todah Website any content that is commercial in nature, including but not limited to promotional material, advertising, or solicitation for goods or services (other than materials that directly further your charitable fundraising);
  • operate, conduct, or promote, directly or indirectly, raffles, lotteries or other similar gaming activities, whether for charitable purposes or otherwise;
  • upload, post or distribute any User Content which is false, indecent, defamatory, disparaging to the reputation of any individual or business, obscene, offensive, threatening, profane, harmful to minors in any way, threatening, invasive of privacy or publicity rights, abusive, illegal, harassing, violent, tasteless, denigrating, insensitive, pornographic or sexually oriented, or otherwise objectionable, or would constitute or encourage a criminal offense or other illegal activity, and/or violate the rights of any party or any law;

You agree not to engage in any conduct that:

  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or contains explicit or offensive descriptions of sexual matters;
  • encourages conduct that would constitute a criminal offense or that gives rise to civil liability;
  • violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights;
  • victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  • impersonates any person, business or entity, including Todah or its employees and agents;
  • violates these Terms or any other policy posted on the Todah Website; or
  • interferes with others’ use of the Todah Website or the services provided by Todah.

By posting, uploading or otherwise sharing your User Content on the Todah Website, you:

  • grant to Todah a perpetual, non-exclusive, royalty-free, license to use the User Content for all purposes in furtherance of its purpose and mission, including but not limited to: displaying on the Todah Website, sublicensing to a Registered Charity, creating derivative works based on the User Content, and/or other uses for promoting a Registered Charity;
  • permit, but not require, Todah to identify you as the provider of such User Content;
  • represent and warrant that you have all necessary rights to grant the foregoing permissions; and
  • grant to Todah and other users of the Todah Website the right to access, display, view, store, and/or download such User Content, and post or forward such User Content to others.

You agree that Todah has no liability or responsibility for the storage or deletion of any User Content that you submit or post, or emails you send through the Todah Website.

You also agree not to upload, distribute, or otherwise publish any User Content to or through the Todah Website that:

  • contain any virus, spyware, worm, Trojan horse, or other computer malware, or post any other materials that may damage the operation of a computer;
  • uses any means, including spiders, robots, crawlers, data mining tools, or the like to scrape or download data from the Todah Website;
  • constitute or contain affiliate marketing, link referral code, junk mail, spam, chain letters, pyramid schemes, or unsolicited commercial advertisement, or the like;
  • promote or forward surveys, contests, raffles, lotteries, pyramid schemes or chain letters or the like;
  • contain any private, personally identifiable, financial, confidential, or proprietary information of another individual or entity without their written express permission.

Copyright Infringement Under the Digital Millennium Copyright Act (“DMCA”)

In accordance with the United States Digital Millennium Copyright Act (“DMCA”) and the Online Copyright Infringement Liability Limitation Act (“OCILL”), 17 U.S.C. §§101, 512, Todah hereby serves the following DMCA/OCILL Notice to users of the services provided by Todah or Todah Website that:

  • Todah has designated an agent to receive notices from copyright owners about alleged infringements by users of the Todah Website and send notices to the Todah Website users who post or send allegedly infringing material;
  • Todah has registered the Todah Website with the U.S. Copyright Office as an online service provider, including the name and address of the designated agent;
  • Todah has adopted a policy of terminating access to the Todah Website by users who are copyright infringers;
  • Todah accommodates and does not interfere with standard technical measures used by copyright owners to identify and protect copyrighted works, including but not limited to, digital watermarking;
  • Upon receiving proper notification of an alleged infringement by a Todah Website user, Todah shall expeditiously take down or block access to the copyrighted material; and
  • Todah has designated the following person to serve as Todah’s agent to receive notifications of claimed copyright infringement in accordance with the DMCA and OCILL:

 

Name: Roger Rappoport, Procopio, Cory, Hargreaves & Savitch LLP

Address: 1020 Marsh Road | Suite 200 | Menlo Park CA 94025


Telephone Number: 650.645-9001

Email Address: roger.rappoport@procopio.com

 

Payments

All donations are fulfilled using a third party payment processor. You are fully responsible for paying all donations which you pledge using the Todah Website. Payment of donations may be made using a third party payment processor service and pursuant and subject to all terms and conditions of such payment processor.  

Additional Legal Provisions

Disclaimer of Warranties

The Todah Website and Tools are provided to you "as is" without warranty of any kind. We disclaim any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability, or availability of any Todah Website Content or Tools, or other information or materials displayed on the Todah Website. We also expressly disclaim to the fullest extent permitted by law any and all responsibility and liability for the conduct of any charity, any other Volunteer Fundraiser, and any donor. Todah hereby disclaims all warranties either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and noninfringement; and other warranties. Todah is not engaged in the provision of legal, tax, or other professional advice or services. If you are in need of such services, you should contact the appropriate licensed and qualified professional.

Liability Limitation

YOU AGREE THAT NEITHER TODAH, NOR ANY OF ITS AFFILIATES WILL BE LIABLE TO YOU AND/OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO: THE TODAH WEBSITE OR THE SERVICES PROVIDED BY TODAH (AND YOUR USE OF, OR INABILITY TO USE, THE TODAH WEBSITE OR SERVICES). ANY CLAIMS ARISING FROM THE TODAH WEBSITE MUST BE BROUGHT WITHIN ONE YEAR OF THE DATE ON WHICH LIABILITY AROSE.

Hold Harmless and Indemnity

Your use of the services provided by Todah are entirely at your own risk. You will hold harmless and indemnify us from and against any third-party claim arising from or in any way related to your use of the services provided by Todah, or the Todah Website, including without limitation any liability or expense arising from any claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.

Links to Other Websites and Content

We may include links to third-party websites or services, and may link you automatically to sponsor or third-party websites or services. These links do not mean that we review or endorse these third-party sites or services. We provide such links when we believe such links may be helpful, but we do not monitor or accept any responsibility for such sites. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate, so you proceed to these links at your risk and responsibility. You acknowledge that we are not responsible or liable for any content, advertising, products, services, or other materials on these third-party sites. Any dealings that you have with advertisers or other third-parties who may be found on or linked from the Todah Website are between you and the advertiser, for which you assume full responsibility and you acknowledge that we are not liable for any loss or claim you may have against an advertiser.

Changes to Services, Website, and the Terms of Use

We reserve the right to modify or terminate the services you are receiving from Todah or the Todah Website for any reason, and without notice, without liability to you or any third party. We also reserve the right to modify these Terms with concurrent notice on the Todah Website. When you first register a user account through the Todah Website, you will be asked specifically to accept these Terms of Use if you have not done so before, and will be asked again, when you next log in, to do so if they have changed from the last time you accepted them. You are responsible for regularly reviewing these Terms so that you will be apprised of any changes. Your continued use of the Todah Website following any changes to these Terms is your agreement to the changes and you are bound by the then-current version of these Terms. If any changes to these Terms are unacceptable to you, you must cease use of the Website.

Notices

Todah may provide you with notices regarding the services provided by Todah, the Todah Website, or these Terms by regular mail, email, or postings to the Todah Website.

International Use

The Todah Website is controlled and operated from within the United States. Todah makes no representation that the Todah Website is appropriate or available in locations outside the United States. Those who choose to access the Todah Website from other locations are responsible for compliance with applicable laws. International users must comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data from the United States or your country of residence.

Term and Termination

These Terms apply to your use of the services provided by Todah and the Todah Website at all times. Todah reserves the right to change the Todah Website without notice to you, at any time. You may terminate under these Terms at any time by deleting your fundraising page, terminating your use of the Todah Website or by emailing info@Todahgive.com, or your membership may be terminated by us at any time and for any reason. Upon termination or expiration of these Terms, your obligations and our proprietary rights, disclaimer of warranties, indemnities, limitations of liability and miscellaneous provisions survive, but your right to use the Todah Website immediately ceases.

Todah reserves the right, at its sole discretion, to immediately, with or without notice, suspend or terminate these Terms, and/or your access to all or a portion of the Todah Website and/or remove any registration information or User Content from the Todah Website, for any reason (including if you breach of any of the provisions of these Terms). Todah also reserves the right to change the Todah Website without notice to you, at any time.

Consequences of Termination for Registered Charities

Within four (4) weeks after termination of these Terms, Todah will cease promoting contributions to you; remove your fundraising page(s) and all information relating to you from the Todah Website; provide a final account statement.

Miscellaneous

These Terms constitute the entire agreement between the parties with respect to all of the matters herein and supersedes all other agreements, understandings, and discussions of the parties. If any provision of these Terms shall be held to be unlawful, void, or unenforceable, then that provision shall be deemed severable from these Terms and will be deleted and replaced by a valid and enforceable provision which achieves, as far as possible, the same objectives as the severed provision was intended to achieve. The remaining provisions of these terms and conditions shall continue in full force and effect. No waiver or forbearance to seek a remedy by any party of any breach by any other party of any of its covenants, obligations and agreements hereunder shall be a waiver of any subsequent breach of any other covenant, obligation or agreement.

You may not assign, sublicense or otherwise transfer any right or obligation set forth herein without Todah’s prior written consent. Any purported assignment in violation of the preceding sentence is void and of no effect. These terms and conditions are binding upon the parties' respective successors and permitted assigns. Except as otherwise expressly provided herein, all remedies provided for herein shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

The Parties shall act as independent contractors, and nothing contained in these Terms shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as agents, partners, joint ventures, co-owners, employer/employee franchisor/franchisee, or otherwise as participants in a joint or common undertaking, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purposes whatsoever.

These Terms shall be governed by the laws of the State of Indiana without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth below, you hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Indianapolis, Indiana in all disputes arising out of or related to the use of the Todah Website. All disputes, claims, or controversies arising out of or relating to the these Terms or the Todah Website that are not resolved by mutual agreement shall be exclusively resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in Indianapolis, Indiana before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator's decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award you any damages in excess of the limitation on damages set forth above and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under these Terms, and you hereby irrevocably waive any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys' fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.

Todah may assign any of its rights or obligations under these Terms to another party without notice or consent for any reason.

Contact

For questions about these Terms of Use please contact us at: info@todahgive.com