These Terms of Service and all other documents or policies referenced here (collectively, the “Terms of Service”) set forth the legal contract between each end user (“User” or “you” or “your”) and BriteBuild, Inc. (collectively, with its affiliates, “BriteBuild”, “we”, or “us”) with respect to access to and use of BriteBuild’s Site and Services, as defined below.

PLEASE CAREFULLY READ THESE TERMS (INCLUDING LINKED INFORMATION, LIKE OUR PRIVACY POLICY [INCLUDE HYPERLINK]). BY USING THE SITE AND SERVICES, YOU ACKNOWLEDGE AND REPRESENT THAT YOU (i) HAVE READ THESE TERMS AND THE PRIVACY POLICY, (ii) UNDERSTAND THEM, (iii) ACCEPT AND AGREE TO BE BOUND BY THEM, (iv) ARE AT LEAST 18 YEARS OLD OR ARE ABLE TO FORM LEGALLY BINDING CONTRACTS, AND (v) HAVE THE AUTHORITY TO ENTER INTO THIS CONTRACT ON BEHALF OF THE BENEFICIARY, DESIGNATED RECIPIENT, OR ORGANIZER AS APPLICABLE, AND (vi) AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS (INCLUDING ANY POLICIES OF YOUR COMPANY) APPLICABLE TO YOU, TO THE USE OF THE SERVICES, THE SITE, AND/OR THE INTERNET.

I. ABOUT US

BriteBuild provides a turnkey e-commerce platform “GoodSpree” (the “Site”) that helps nonprofits raise money by creating, promoting and selling custom-designed fundraising and promotional products that are available for sale at varying price points (the “Services”). Campaigns can be organized directly by an individual nonprofit (“Beneficiary”). Campaigns can also be organized by BriteBuild, or any other organization (an “Organizer”). If a campaign is organized by BriteBuild, BriteBuild will, in its discretion, designate a nonprofit recipient (“Designated Recipient”) to receive a portion of the available funds. If a campaign is organized by an Organizer, BriteBuild or the Organizer, in BriteBuild’s discretion, will choose a Designated Recipient to receive a portion of the available funds.

BriteBuild connects Beneficiaries,Organizers and Designated Recipients with potential customers (“Contributors”) who will have the option to purchase products at varying price points, and to make additional donations (“Donations”) to Beneficiaries and Designated Recipients, as applivable.

BriteBuild does not offer or guarantee any sales, profits, or donations to Beneficiaries, Organizers or Designated Recipients.

Users agree and understand that certain Services are only available to registered users upon the creation of an account. Users use the Services at their own risk. All Beneficiaries, Organizers, Designated Recipients and Contributors acknowledge and agree that:

· For campaigns organized directly by a Beneficiary, BriteBuild’s responsibilities are limited to providing access to the Services to facilitate Beneficiaries on the one hand, and Contributors on the other hand, coming together and transacting directly with each other.All other activity and transactions are solely between Beneficiaries on the one hand, and Contributors on the other hand, and BriteBuild has no responsibility or liability for any such activity or transactions other than to facilitate the receipt of funds via Stripe to the Beneficiary as set forth herein.

· For campaigns organized by an Organizer, BriteBuild’s responsibilities include selecting or approving a Designated Recipient, and providing access to the Services to facilitate Organizers on the one hand, and Contributors on the other hand, coming together and transacting directly with each other. BriteBuild has no responsibility or liability for any such activity or transactions other than to facilitate the receipt of funds via Stripe to the Designated Recipient as set forth herein.

· Beneficiaries, Organizers, Designated Recipients, and Contributorsmust agree to these Terms of Service and will be required to become a User prior to their use of the site or their receipt of any funds.

· BriteBuild cannot and does not control the content, accuracy, or truthfulness of any offers, requests, or other information Beneficiaries, Organizers, Designated Recipients and Contributors may furnish in connection with the Services.

· BriteBuild does not endorse any Beneficiary,Designated Recipient, Organizer, or any cause, organization or purpose a Beneficiary, Designated Recipient, Organizer or says they will support.

· BriteBuild’s use of advertising to generate product sales or donations does not constitute an endorsement or a solicitation.

II. BRITEBUILD’S SERVICES

A. SERVICES FOR BENEFICIARIES, ORGANIZERS AND DESIGNATED RECIPIENTS

Beneficiaries, Organizers and Designated Recipients are eligible to receive the following services from BriteBuild at their request (collectively, the “User Services”):

· Graphic design at GoodSpree’s discretion

· Creating an online marketplace to sell products created to promote Beneficiaries, Organizers and Designated Recipients

· Placing products for sale on third party marketplaces

· Helping Beneficiaries and Organizers create campaigns to sell products to enable Beneficiaries or Designated Recipients to receive donations

· Any other services as may be offered by BriteBuild to Beneficiary, Organizer or Designated Recipient from time to time

B. RIGHT TO USE BENEFICIARY, ORGANIZER AND DESIGNATED RECIPIENT CONTENT

In connection with the User Services, Beneficiary, Organizer or Designated Recipient may provide certain photos, videos, text, graphics, logos, artwork, designs and/or other audio or visual materials (“Usable Content”) to BriteBuild to create custom products. Beneficiaries, Organizers and Designated Recipients grant BriteBuild a non-exclusive, royalty-free, non-transferable, worldwide right to use, publicly display, publicly perform, store, reproduce, modify, create derivative works, and/or distribute Usable Content on and solely in connection with BriteBuild’s site for the sole purpose of providing Beneficiary, Organizer or Designated Recipient with the User Services described herein. Beneficiaries, Organizers and Designated Recipients agree that BriteBuild may use Usable Content for related marketing and promotional activities.

C. USE OF THIRD-PARTY MARKETPLACES

BriteBuild, at its own election, may place products created for Beneficiary or Organizer on behalf of Designated Recipients for sale on third-party marketplaces. Any items placed on third-party marketplaces will be governed by these Terms of Service, as well as the terms and conditions of such third-party marketplace. However, BriteBuild will not be able to offer donation-related features on any such third-party marketplace and no portion of such payments will be deemed tax-deductible. The donation-related features will only be available on BriteBuild’s site located at www.goodspree.com. If Beneficiary, Designated Recipient, or Organizer does not want products created for them available on third-party marketplaces, they must opt out of third-party marketplace participation within 24 hours of creating an account on goodspree.com by emailing support@goodspree.com and stating they would like to opt out.

D. PRODUCT PRICING

BriteBuild has the sole authority to set a minimum price (the “Minimum Price”) for any products offered for sale by Beneficiary or Organizer on the Site or on any third-party marketplace.

E. PRODUCT SALES AND DONATIONS

The purchase of a product on the Site has two components – 1) the Minimum Price and 2) any amount in excess of the Minimum Price (the “Excess”). For campaigns organized directly by Beneficiaries, the entire amount of the Excess less payment transaction fees will be remitted to such Beneficiary, and may qualify as a Donation if the Beneficiary deems it so. For campaigns organized by Organizers to benefit a Designated Recipient, BriteBuild will determine in its sole discretion the amount of the Excess that will be donated to the Designated Recipient. Funds shall be distributed to Beneficiary or Designated Recipient, as applicable, pursuant to the “Donations” and “Payments” sections set forth below.

F. CHARITY ISSUES

Beneficiaries, Designated Recipients, and Organizers are independently responsible for complying with all applicable laws in all of their actions related to their use of the Services, regardless of the purpose of the use, including any laws relating to raising funds for charity. Although BriteBuild may purchase advertisements to promote certain campaigns from time to time, BriteBuild does not engage in solicitation activities on behalf of any Beneficiary, Designated Recipient, Organizer, or otherwise. Any such activities are carried out solely by the Beneficiaries or Organizers who sell products or on their own initiative. If any state regulatory agency overseeing charitable solicitation activity has concerns, they will be addressed directly to the Beneficiary or Organizer, as the case may be. BriteBuild and any Organizer will cooperate in any investigation by any regulatory agency with concerns that a law is being violated by its Users. Only U.S. based charities with tax-exempt status under Section 501(c)(3) of the Internal Revenue Code are eligible to be designated as charity beneficiaries.

G. PRODUCT RETURNS

BriteBuild works hard to ensure that products sold on the Site are printed to high-quality materials and shipped on time and accurately. BriteBuild accepts returns and will issue refunds within twenty-one (21) days of purchase if the final product delivered is materially different than the design presented on the Site. Items must be in new, unworn and unaltered condition and accompanied by the receipt, packing slip or invoice. Amounts that qualify as Donations, along with BriteBuild’s fees and charges, are not refundable. If a Contributor is in any way unsatisfied with their purchase, please contact BriteBuild customer support at support@goodspree.com.

H. GRAPHIC DESIGN

Beneficiary may work with BriteBuild to develop specific designs and graphics for use with the BriteBuild services. Certain designs will afford the Beneficiary with additional rights (“Designated Designs”). For any designs and graphics created and exchanged by the parties to qualify as Designated Designs, BriteBuild must authorize such qualification via email communication with Beneficiary. Upon completion of such Designated Design(s), BriteBuild will provide Beneficiary a limited, exclusive license to the designs and graphics (“License”). The License shall be worldwide, royalty–free, non-transferable, and restricted to the use of promoting and marketing BriteBuild’s Services on behalf of the Beneficiary.

Only BriteBuild may create products using the Designated Designs, unless BriteBuild agrees to an exception in writing. BriteBuild agrees that the Designated Designs will be used exclusively to produce, market, and sell products related to Beneficiary and that BriteBuild will not use the Designated Designs in products created for other parties unless Beneficiary agrees to an exception in writing.

In the event that BriteBuild ceases to exist, any and all Designated Designs and/or licenses shall become the sole property of Beneficiary.

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III. PAYMENT PROCESSING AND TRANSFER OF FUNDS

A. STRIPE PAYMENT PLATFORM

Payment processing services for BriteBuild on www.goodspree.com are provided by Stripe and are subject to the Stripe Connected Account Agreement [https://stripe.com/us/connect-account/legal], which includes the Stripe Terms of Service [https://stripe.com/us/legal] (collectively, the “Stripe Services Agreement”). Funds paid to Beneficiaries or Designated Recipients are made directly to the bank accounts of Beneficiary or Designated Recipient, as applicable, from Stripe. By registering as a Beneficiary or a Designated Recipient on www.goodspree.com, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of www.goodspree.com enabling payment processing services through Stripe, you agree to provide BriteBuild accurate and complete information about you and your business, and you authorize BriteBuild to share it and transaction information related to your use of the payment processing services provided by Stripe.

B. TRANSMISSION OF FUNDS TO BENEFICIARY

All funds due to Beneficiary will be paid by Stripe to Beneficiary at the direction of BriteBuild via the contact and financial account information submitted by Beneficiary. Upon registration on the Site, Beneficiary must supply the necessary financial information to BriteBuild and Stripe to enable Stripe to process payments to Beneficiary. BriteBuild also reserves the right to require that Beneficiary provide BriteBuild with a Form W9 to designate a tax ID number for the individual or entity receiving funds. Beneficiary agrees that payments in the correct amount sent via Stripe to Beneficiary, as facilitated by BriteBuild, will satisfy BriteBuild’s obligation to Beneficiary. Beneficiary agrees that it has verified its contact information, to make sure that payments from Stripe are able to reach it.Stripe charges a 0.50% fee on funds transmitted to Beneficiary’s bank account.

C. TRANSMISSION OF FUNDS TO DESIGNATED RECIPIENT

BriteBuild will determine in its sole discretion the amount of the Excess, if any that will be will paid to a Designated Recipient. Any such amounts will be paid by Stripe to a Designated Recipient via the contact and financial account information submitted by Designated Recipient upon Designated Recipient’ registration on the Site. Upon registration on the Site, Designated Recipient must supply the necessary financial information to BriteBuild and Stripe to enable Stripe to process payments to Designated Recipient. BriteBuild also reserves the right to require that Designated Recipient provide BriteBuild with a Form W9 to designate a tax ID number for the individual or entity receiving funds. Designated Recipient agrees that it has verified its contact information, to make sure that payments from Stripe are able to reach it.Stripe charges a 0.50% fee on funds transmitted to Beneficiary’s bank account.

D. PROFIT SHARE WITH BENEFICIARY

If sale occurs through the Site, BriteBuild will pay Beneficiary 50% of the Net Profit received from the sale of any of Beneficiary’s products less Stripe’s payments processing fee of 2.2% + $0.30 per transactionor 3.5% for American Express credit cards (the “Processing Fee”). The Processing Fee is dictated by BriteBuild’s payment processor, Stripe, and is subject to change at any time or from to time.

If the sale occurs through a third-party marketplace, BriteBuild will pay Beneficiary 50% of the Net Profit received from the sale of any of Beneficiary’s products less the transaction fees imposed by such marketplace.

“Net Profit” shall mean the gross profit earned based on the sale of the product at the Minimum Price, less costs of goods sold, returns, and 10% of the gross revenue for BriteBuild’s overhead (including office rent, web hosting fees, salaries, and other fixed expenses). Upon instructions from BriteBuild, Stripe will pay Beneficiary the amount owed for each transaction no later than thirty (30) days after the transaction. Beneficiary will be paid all amounts owed within thirty (30) days of either cancellation of the BriteBuild services by Beneficiary or termination of the services by BriteBuild, irrespective of the dollar value of the amount owed.

E. PAYMENTS TO BENEFICIARIES FROM DONATIONS

BriteBuild via Stripe will remit to Beneficiary all Donations less the Processing Fee at the time profit share payments are distributed as more fully described above.

F. PAYMENTS TO DESIGNATED RECIPIENT FROM SALE OF PRODUCTS DESIGNED BY BRITEBUILD OR AN ORGANIZER

BriteBuild via Stripe will remit to Designated Recipient any amounts it determines in its sole discretion to contribute to Designated Recipient, less the Processing Fee, from time to time.

G. UNCLAIMED FUNDS

BriteBuild makes every effort to transmit funds due to each Beneficiary or Designated Recipient, as the case may be. In cases where the Beneficiary fails to submit sufficient account information (bank account details, a completed IRS form W-9, current mailing address, correct email address, etc.), BriteBuild will make a good faith effort to contact the Beneficiary or Designated Recipient in order to render a payment in accordance with BriteBuild’s policies. If BriteBuild is unable to contact the Beneficiary or Designated Recipient and retrieve sufficient payment information after a period of 90 days, Beneficiary or Designated Recipient as applicable, and Contributor, agree that BriteBuild may then deem the funds unpayable, and disburse the funds to either a charitable organization of BriteBuild’s choosing or to a U.S. state government via escheatment.

IV. TAXES

A. SALES TAX

BriteBuild collects and remits sales tax to required states for all transactions.

B. TAX DEDUCTABILITY

Whether a Donation is tax deductible as a charitable contribution depends upon whether the Beneficiary or the Designated Recipient is a recognized 501(c)(3) organization and whether the Beneficiary or the Designated Recipient chooses to deem Excess contributions facilitated by BriteBuild as tax-deductible donations. BriteBuild reserves the right to request a copy of an IRS Determination Letter to verify 501(c)(3) status. If a User has questions about the deductibility of the Donation portion of purchase, BriteBuild’s advises such User to contact a tax advisor.

C. BRITEBUILD NOT AN AGENT FOR TAX PURPOSES

BriteBuild utilizes the Stripe payment processing platform to facilitate transactions between Contributors and Beneficiaries or Designated Recipients, as the case may be. Beneficiary and Designated Recipient funds go directly to the Beneficiary or Designated Recipient, as applicable, via Stripe, and Beneficiaries or Designated Recipients in their discretion may deem the Excess to be tax-deductible donations.

D. QUID PRO QUO DISCLOSURE

If a Beneficiary or a Designated Recipient deems funds it receives to be a Donation, BriteBuild will indicate on the website pages promoting the products that per the IRS quid pro quo donation disclosure statement rule that only the amounts paid above the fair market value (which will be the Minimum Price) of the product will be deemed tax-deductible.

However, BriteBuild cannot guarantee that any money will accrue to Beneficiary or Designated Recipient tax-free. Beneficiary and Designated Recipients are advised to consult with their own tax professionals to determine their obligations.

D. DONOR ACKNOWLEDGMENT LETTERS

If a Beneficiary or a Designated Recipient deems funds it receives to be a Donation, upon providing the required information, and upon request, BriteBuild will agree to remit donor acknowledgement letters regarding any donations made by a Contributor above the Minimum Price. Such letters shall include the fair market value of the product being purchased (which will be the Minimum Price) and the additional donation amount for each product purchased. If a Beneficiary or a Designated Recipient deems a Donation to be tax-deductible to the Contributor, the product page on the Site will indicate whether a donor acknowledgement letter will be supplied to the Contributor by BriteBuild via email, by the Beneficiary or Designated Recipient directly, or by both BriteBuild and the Beneficiary or Designated Recipient. BriteBuild supplied Donor Acknowledgement letters will be emailed to the Contributor upon payment processing by Stripe.

E. DONOR INFORMATION

At the time a donation is processed by Stripe, an administrative contact at the Beneficiary or Designated Recipient will receive donor information, which may include the following information about the donor: Name, Billing Address, Email, Phone, Order Number, Transaction Date, Amount Paid, Product Amount, Donation Amount. This information will also be available in a periodic report supplied to the Beneficiary or Designated Recipient.

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V. INTELLECTUAL PROPERTY

A. SITE CONTENT

All of the information, content, services and software displayed on, transmitted through, or used in connection with the Site, including advertising, directories, guides, articles, opinions, reviews, text, photographs, images, illustrations, audio clips, video, html, source and object code, software, data, and all other matters related to the Site, and including the selection and arrangement of the aforementioned and the “look and feel” of the Site (collectively, the “Content”), are the property of BriteBuild and are protected by U.S. and international copyright laws.

Certain areas of the Site may require registration or may otherwise ask you to provide information to participate in certain features or access certain Content. The decision to provide this information is purely optional, however if a User elects not to provide such information, such User may not be able to access certain Content or features or participate in various areas of the Site. A User may also provide information to the Site in other contexts, including, for example, in order to sign up for a BriteBuild mailing list, to receive information and notifications, to register for BriteBuild events, to subscribe to BriteBuild publications and newsletters, or to enter into a sweepstakes or promotion. When a User uses or visits the Site or provides information to the Site in any other manner, the User agrees to provide only true, accurate, current and complete information on all registration pages.

B. CONTENT COPYRIGHT

All Content is protected by copyright, and owned or controlled by BriteBuild, with the exception of uploaded original designs or other uploaded works of authorship, which are property of their respective owners. By uploading a design or work of authorship to BriteBuild, the User represents that the User owns that content and the rights to its commercial uses, and agrees that BriteBuild may digitally represent the design or work of authorship in blog posts, remarketing advertisements, or any other marketing materials. Users shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Site.

Designs and other works of authorship created by or with BriteBuild and/or BriteBuild’s online product design tool are also the property of BriteBuild, unless and until some other agreement is reached in writing for the purchase and transfer of those rights to a Beneficiary or a related party.

C. SUBMISSIONS AND USER-CREATED CONTENT

Users acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Services provided by a User to BriteBuild are non-confidential and shall become the sole property of BriteBuild. BriteBuild shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to such contributing User.

Users are solely responsible for the content of any submission a User makes to the Site.

Users acknowledge that any submissions made by them may be edited, removed, modified, published, transmitted, and displayed by BriteBuild, in its discretion, including those it deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable, and such Users waive any moral rights they may have in having the material altered or changed in a manner not agreeable to such User. Users have no remedy for BriteBuild’s deletion, destruction, or removal of material from the Site that Users have created or submitted.

D. COPYRIGHT INFRINGEMENT

If anyone believes their copyright, trademark, or other intellectual property right is being infringed by a User of the Site, please provide written notice to the following agent for notice of claims of infringement:

Jamie Shiller
BriteBuild, Inc.
44 Tehama, St.
San Francisco, CA 94105
Email: support@goodspree.com

In order for BriteBuild to respond to such a notice, it must: (i) contain your physical or electronic signature; (ii) identify the copyrighted work, trademark, or other intellectual property alleged to have been infringed; (iii) identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material; (iv) contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address); (v) contain a statement that you have a good faith belief that use of the copyrighted material, trademark, or other intellectual property is not authorized by the owner, the owner's agent, or the law; (vi) contain a statement that the information in the written notice is accurate; and (vii) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright, trademark, or other intellectual property right owner.

You acknowledge that if you fail to comply with all of these requirements, your infringement notice may not be reviewed.

If you believe that any of your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the trademark owner, other intellectual property rights holder, their agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice to support@goodspree.com. BriteBuild reserves the right, in its sole discretion, to repost or not to repost content.

VI. USING THE SITE

A. ELIGIBILITY

Use of the Site or the Services is void where prohibited. This Site is intended for users who are eighteen (18) years of age or older. By using the Services or the Site, you represent and warrant that you are 18 or older, and that you agree to abide by these Terms of Service.

The Services are not intended for users under the age of 13, and BriteBuild does not knowingly collect personally identifiable information from users under the age of 13. Such users are expressly prohibited from submitting their personally identifiable information to us, and from using the Site’s public areas. Any information submitted by such users will not knowingly be used, posted, or retained by us.

B. REGISTRATION DATA

In consideration of your use of the Site, you agree:

· to provide accurate, current and complete information about you as may be prompted by any profiles or registration forms on the Site;

· to maintain the security of your password and identification;

· to maintain and promptly update your profile information, and any other information you provide to BriteBuild, to keep it accurate, current and complete; and

· to be fully responsible for all use of your account and for any actions that take place using your account.

C. SECURITY

In accessing and using various Site features, you may receive a password and account designation upon creating your profile and completing the registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (i) immediately notify BriteBuild of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. BriteBuild cannot and will not be liable for any loss or damage arising from unauthorized use of your username and/or password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at BriteBuild’s sole discretion, and BriteBuild may refer you to appropriate law enforcement agencies.

D. CONTRIBUTOR AND INFORMATION

By using the Site, and creating an Account, Contributors expressly consent to BriteBuild sharing Contributors’ contact information, purchase details, and donation details with Beneficiaries.

E. POSTING RULES

BriteBuild reserves the right to delete, move or edit any content posted on the Site at any time, for any reason. Without limiting this right, we have attempted to provide below guidelines to those posting content on our Site. A violation of certain of these posting rules may be referred to law enforcement authorities. When using the Site, please do not post material that:

· contains vulgar, profane, abusive or hateful language, epithets or slurs, text or illustrations in poor taste, inflammatory attacks of a personal, racial or religious nature, or expressions of bigotry, racism, discrimination or hate; or

· is defamatory, threatening, disparaging, grossly inflammatory, false, misleading, deceptive, fraudulent, inaccurate, unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy rights of any third party, is unreasonably harmful or offensive to any individual or community, contains any actionable statement, or tends to mislead or reflect unfairly on any other person, business or entity; or

· violates any right of BriteBuild or any third party; or

· discriminates on the grounds of race, religion, national origin, gender, age, marital status, sexual orientation or disability, or refers to such matters in any manner prohibited by law; or

· violates any municipal, state or federal law, rule, regulation or ordinance, or attempts to encourage such an evasion or violation; or

· unfairly interferes with any third party's uninterrupted use and enjoyment of the Site; or

· advertises, promotes or offers to trade any goods or services, except in areas specifically designated for such purpose; or

· uploads copyrighted or other proprietary material of any kind on the Site without the express permission of the owner of that material; or

· uses or attempts to use another's account, password, service or system except as expressly permitted by the Terms of Service; or

· includes images, photos, articles or other content that constitutes, promotes or encourages illegal acts, violation of any right of any individual or entity, violation of any local, state, national or international law, rule, guideline or regulation, or otherwise creates liability; or

· uploads or transmits viruses or other harmful, disruptive or destructive files; or

· disrupts, interferes with, or otherwise harms or violates the security of the Site, or any Services, system resources, accounts, passwords, servers or networks connected to or accessible through the Site or affiliated or linked sites; or

· “flames” any individual or entity (e.g., sends repeated messages related to another user and/or makes derogatory or offensive comments about another individual), or repeats prior posting of the same message under multiple threads or subjects.

F. LINKS TO THIRD PARTY SITES

The Site may contain links and sales channels to other Internet sites, third party retailers, resources, and sponsors. Your dealings or communications through the Site with any party other than BriteBuild are solely between you and that third party. Under no circumstances will BriteBuild be liable for any goods, services, resources or content available through such third party dealings or communications, or for any harm related thereto. Please review carefully that third party’s policies and practices and make sure you are comfortable with those policies and practices before you engage in any transaction. Since we are not responsible for the availability of these outside resources, or their contents, you should direct any complaints, concerns or questions regarding any external link to such site’s administrator.

If you operate a web site and wish to link to the Site, you may link only to the homepage [https://www.goodspree.com], store pages, or product pages. You may not frame or utilize framing techniques that involve any trademark, logo, copyrighted material or other proprietary information (including images, text, page layout, or form) of any portion of the Site without our express written consent. You may not alter or modify in any way, the Site, including using any software to suppress or alter the display of advertising on the pages of the Site. In addition, you agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Site, not to insert any code or product or manipulate the content of the Site in any way that affects the user's experience, and not to use any data mining, robots, cancelbots, Trojan horse, or any data gathering or extraction method in connection with your use of the Site.

G. REPRESENTATIONS AND WARRANTIES

You expressly agree that use of the Site and the Services is at your own risk. Neither BriteBuild, nor any of their affiliates, employees, agents, content providers or licensors make any representations or warranties of any kind regarding the Site or the Services, the Content or the results that may be obtained from use of the Site.

BriteBuild is a distributor with regard to content supplied by third-party suppliers and users and, as such, we have no more editorial control over such content than a public library, bookstore or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers and users, are those of the respective author(s) or distributor(s) and not of BriteBuild. BriteBuild does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed on the Site by any user, information provider or any other person or entity. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk.

H. SOFTWARE LICENSES

With respect to the proprietary software and related documentation, or any enhancements or modifications thereto, provided to you in order to access the Site and the Services provided:

· You shall have no rights to such software;

· you may not sublicense, assign or transfer any licenses granted by BriteBuild, and any attempt at such sublicense, assignment or transfer shall be null and void;

· you may make one copy of such software for archival purposes only; and

· you may not otherwise copy, distribute, modify, reverse engineer, or create derivative works from such software.

Any software that is made available to download from the Site is the copyrighted work of BriteBuild’s suppliers. Use of such software is governed by the terms of the end-user license agreement, if any, which accompanies or is included with such software. End users shall not install or use any such software that is accompanied by or includes an end-user license agreement unless the end user first agrees to the license agreement terms. Any such software is not available to users in territories where its distribution is prohibited by law.

I. INTERNATIONAL USERS

The Site is controlled, operated and administered by BriteBuild from its offices within the United States. BriteBuild makes no representation that materials or Content available through the Site are appropriate or available for use outside the United States. You may not use the Site or export the Content in violation of U.S. export laws and regulations. If you access the Site from a location outside the United States, you are responsible for compliance with all local laws.

THERE MAY BE AN EXTRA SHIPPING CHARGE FOR CONTRIBUTORS WHO RESIDE OUTSIDE THE U.S.

All money amounts on the Site are stated in U.S. Dollars (USD).

J. ACCOUNT TERMINATION

BriteBuild reserves the right to decide whether user content violates these Terms of Service for reasons other than copyright or trademark infringement. BriteBuild may at any time, without prior notice and in its sole discretion, remove such user content and/or terminate a User’s account for submitting such material in violation of these Terms of Services.

VII. LEGAL NOTICES

A. INDEMNIFICATION

As a condition of use of the Site and the Services, you agree to indemnify, defend and hold harmless BriteBuild, and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees from and against any and all claims, liability and costs, including reasonable attorneys’ fees, arising from or relating to any allegation regarding (i) your use of the Site and/or Services, (ii) BriteBuild’s use or distribution of any content or information you provide, (iii) information or material posted or transmitted through your account, even if not posted by you, and (iv) any violation by you of these Terms of Service.

You shall cooperate as fully as reasonably required in the defense of any such claim. BriteBuild reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

B. LIMITATIONS OF LIABILITY

Under no circumstances, including negligence, shall BriteBuild, or its directors, officers, employees, agents or affiliates, be liable for any indirect, incidental, special or consequential damages, including for any lost profits or lost data, that result from the use of, or the inability to use, the Content, unauthorized access to or alteration of your transmissions or data, the Content or any errors or omissions in the Content, even if BriteBuild is aware or has been advised of the possibility of such damages. You specifically acknowledge and agree that BriteBuild is not liable for any conduct of any user.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BRITEBUILD EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID BRITEBUILD, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.

If you are dissatisfied or harmed by BriteBuild’s services, any other BriteBuild site user, any BriteBuild partner, any BriteBuild material, or with any of BriteBuild’s Terms of Service, your sole and exclusive remedy is to discontinue using the Site.

C. DISCLAIMER

ALL MATERIALS, PRODUCTS, AND SERVICES IN THE SITE AND THIRD-PARTY SITES TO WHICH IT LINKS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE CONTENT PUBLISHED ON THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. BRITEBUILD AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME, INCLUDING CHANGES TO THESE TERMS OF USE. BRITEBUILD AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS AND, TO THE FULLEST EXTENT ALLOWED BY LAW, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SUITABILITY OF THE INFORMATION; THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT, SERVICES, PRODUCTS, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN THE SITE, OR THE RESULTS OBTAINED FROM ACCESSING AND USING THE SITE AND/OR THE CONTENT CONTAINED HEREIN. BRITEBUILD DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, INCLUDING THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE USER ASSUMES THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION OF THE USER’S COMPUTER AND OTHER EQUIPMENT.

D. ASSIGNMENT

Beneficiary may not assign or transfer this Agreement, by operation of law or otherwise, without BriteBuild's prior written consent. Any attempt by Beneficiary to assign or transfer their rights, without such consent, will be null and void. BriteBuild may freely assign the Terms of Services at its discretion and will immediately notify Beneficiary of such assignment. Subject to the foregoing, these Terms of Service will bind any successor to BriteBuild and will inure to the benefit of the parties.

E. MODIFICATIONS TO TERMS OF SERVICE

BriteBuild may change these Terms of Service from time to time. Any such changes will become effective when posted on the Site. If you object to any such changes, your sole recourse will be to cease using the Site and the Services. Continued use of the Site and/or the Services following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms of Service, inclusive of such changes. In addition, certain features of the Services may be subject to additional terms of use. By using such features, or any part thereof, you agree to be bound by the additional terms of use applicable to such features. In the event that any of the additional terms of use governing such area conflict with these Terms of Service, the additional terms will govern.

F. MODIFICATIONS TO SERVICES

BriteBuild reserves the right to modify the Site and/or Services at any time without notice. If you object to any changes to the Site or Services, your sole recourse will be to cease using them. Continued use of the Site or Services following posting of any such changes will indicate your acknowledgement of such changes and satisfaction with the Services as so modified. BriteBuild also reserves the right to discontinue the Site and/or Services at any time without notice. BriteBuild will not be liable to you or any third-party should it exercise its right to modify or discontinue the Site or the Services.

G. DISPUTES BETWEEN USERS.

You agree and understand that BriteBuild is not responsible for resolving disputes between Users. In the event of any dispute, such as a Beneficiary’s alleged failure to comply with these Terms of Service, BriteBuild may provide Beneficiary’s contact information to the relevant Contributor so that the parties may resolve their dispute amongst themselves.

H. GOVERNING LAW

This Agreement is governed by the laws of the state of California, without respect to its conflict of laws principles.

I. DISPUTE RESOLUTION

The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration. You agree that any claim or cause of action related to the Site, the Services, the Tools, and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

VIII. MISCELLANEOUS

These Terms of Service, together with the Privacy Policy and any other legal notices and additional terms published by BriteBuild on the Site, shall constitute the entire agreement between you and BriteBuild concerning the Site and Services. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and BriteBuild’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If you are a resident in a jurisdiction that requires a specific statement regarding waiver and release then the following applies. For example, California residents must, as a condition of this Agreement, waive the applicability of California Civil Code Section 1542 for unknown claims which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." You hereby waive this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release. If any provision of these terms is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavor to give effect to the intentions reflected in the invalid provision, and the other provisions of these Terms of Service shall remain in full force and effect.

The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. If any provision is deemed to be unlawful or unenforceable, that shall not affect the validity and enforceability of the remaining provisions.

IX. CONTACT

Contact support@goodspree.com with questions or inquiries regarding the Site.

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