TERMS OF USE

This Privacy Policy was last updated on January 11, 2016

This Privacy Policy (“Privacy Policy”) explains how Give N Go, Inc. (“Give N Go,” “we” or “us”) collect, use and share personally identifiable information of visitors of our web site (the “Site”) and users of our products and services (the “Services”). Please note that the primary purpose of our site and the services it to allow you to enroll in and take online courses on a variety of topics (“Courses”). For the purpose of this privacy policy, information that you provide through the Site can be in one of two categories: information relating to your use of the site or the services, including, without limitation, enrollment information for courses, is referred to as “site information,” while information relating to taking the courses, including, without limitation, interchanges with the course instructors (“Instructors”), other students (“Users”), answers, essays and other items submitted to satisfy course requirements, is referred to as “Course Information.” When this privacy policy uses the generic term “information” it is intended to address the general use of information, and not your specific site information or course information. By using the site, services, or courses you consent to the collection, use and disclosure of your personally identifiable site information and course information, as applicable, in accordance with this privacy policy.

1. Personally Identifiable Information We Collect and How It Used.

You can generally visit the site without revealing any personally identifiable information about yourself. We do not collect personal information from our site visitors without the site visitor providing us with this information as set forth in this privacy policy.

If you request to receive Organization or product information, or request information about specific services, or provide comments about services, you will be asked to provide contact information so that we can complete your request. We use this site Information to fulfill your request. We may also use this site Information to send you additional information about our services or courses on the site that you may be interested in.

Some of the services require that you become a registered user and create a user account. This will require that you provide certain personally identifiable information, that may include (but not be limited to) your (and if you are enrolling as part of our Give N Go for Business program) your Organization’s name, e-mail address, as well as telephone and address information.

You allow us to use this personally identifiable site information to register you to use the services, enroll in courses, and otherwise provide you with the services; verify your authority to enter the site and access the courses and services; notify you of updates; improve the content and general administration of the Site and the Services; provide you with notices regarding the services and other services that you have purchased or may wish to purchase in the future.

You also consent to our providing this personally identifiable information to instructors as part of the course information when you enroll in a course. Instructors will use this course information to provide the course to you. Instructors may have other users for course information. It is your responsibility when you enroll in a course to confirm what uses the instructor will make of your personally identifiable course information. Give N Go does not control these uses by instructors.

2. Other Information We Collect and How We Use It.

Give N Go may also automatically collect and analyze site information about your general usage of the site, services and courses. We might track your usage patterns to see what features of the site, services and courses you commonly use, site traffic volume, frequency of visits, type and time of transactions, type of browser, browser language, IP address and operating system, and statistical information about how you use the services and courses. We only collect, track and analyze such site information in an aggregate manner that does not personally identify you. This aggregate data may be used to assist us in operating the Site and the services and provided to other third parties to enable them to better understand the operation of the services, and improve their course offerings, but such information will be in aggregate form only and it will not contain personally identifiable data.

Instructors may collect non-personally identifiable course Information in connection with your participation in courses. This course Information may include, but not be limited to, your interaction with the instructor and other users, comments you leave on course forums, answers or essays you submit to satisfy course requirements, and so forth. As noted above, it is your responsibility to review the instructor’s policy in connection with all course Information and decide whether or not you want to provide such course Information.

3. Children.

We recognize the privacy interests of children and we encourage parents and guardians to take an active role in their children’s online activities and interests. We do not knowingly collect personal information from children under 13. If we learn that we have collected personal information from a child under 13, we will delete such information. Children under the age of 13 may not register for an account or register for or purchase courses. Individuals under the age of 18 may only use the Services with the involvement, supervision, and approval or a parent or legal guardian.

4. Disclosure of Information.

We will share your personally identifiable Site Information with third parties only in the ways that are described in this privacy policy. These include, but are not limited to, sharing Site Information with service providers to allow them to fulfill your requests, to Instructors (in which case this will become Course Information), and to your employer if you are enrolled through the Give N Go for Business program as an employee. We do not sell your personal information to third parties. Please refer to the sections above on personally identifiable and other course Information for how course Information may be used.

We may also disclose your personally identifiable information: (a) if we are required to do so by law, regulation or other government authority or otherwise in cooperation with an investigation of a governmental authority, (b) to enforce these terms of use, or (c) to protect the safety of users of our site and our services and courses. In addition, we may transfer your personally identifiable information to a successor entity upon a merger, consolidation or other corporate reorganization.

Vendors and service providers: We want to provide you with excellent service and make your Give N Go experience as seamless as possible. We share information, including nonpublic personal information, with third parties that perform services on our behalf so we can provide and improve our services. For example, we may disclose personal information for customer support by third parties. These third parties must abide by this privacy policy and keep nonpublic information confidential and use it only for its intended purpose.

5. Data Retention.

We retain site information and the personal data we process on behalf of users for as long as needed to provide the Services. We will retain and use this personal Site Information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements with Users, and/or the period required by laws in applicable jurisdictions. Please see the sections above for how course information may be used.

6. Updating, Correcting and Deleting Your Information; Opt-out.

If you believe that Give N Go has incorrect site information or course information that was provided as part of the services, you may use the services to correct, amend, or delete that information. You may also contact us by e-mailing our customer support at [email protected]. We can only alter course information that was initially provided to us; you need to contact the Instructor for other purposes. Alternatively, you may send a letter with your requested changes, corrections or deletions to the following address:

By mail:

Give N Go, Inc.
Attn: Privacy Policy
5004 Community Circle
Charlotte, NC 28215

From time to time, we may send you emails about course or new or modified Services that we believe might interest you. If you wish to opt-out of receiving these materials, you may follow the unsubscribe procedure provided in the email.

7. Security.

The security of your personal information is important to us. Give N Go employs procedural and technological measures to protect your personally identifiable information. These measures are reasonably designed to help protect your personally identifiable information from loss, unauthorized access, disclosure, alteration or destruction. We may use software, secure socket layer technology (SSL) encryption, password protection, firewalls, internal restrictions and other security measures to help prevent unauthorized access to your personally identifiable information. However, Give N Go cannot guarantee that unauthorized third parties will never be able to defeat these measures or use your personally identifiable information for improper purposes. Therefore, you should be aware that when you voluntarily display or distribute personally identifiable information, that information could be collected and used by others. Give N Go is not responsible for the unauthorized use by third parties of information you post or otherwise make available publicly.

8. Links to Other Websites.

The site, services and in particular the courses, may provide links to third party web sites or resources not associated with us and over which we do not have control (“External Web Sites”). Such links do not constitute an endorsement by Give N Go of the external web sites, the content displayed therein, or the persons or entities associated therewith. You acknowledge that Give N Go is only providing these links as a convenience, and cannot be responsible for the content of such external web sites.

9. Material Changes.

Give N Go reserves the right to change this privacy policy from time to time. We will post the revised Privacy Policy on this Site located at www.Give N Go.com/terms/privacy/ and will either send a notice to the e-mail address that you specified in your registration and/or post notice of the change so it is visible when users log-on for the first time prior to said changes taking effect so that you are always aware of what personal information we may collect and how we may use this information. We encourage you to review this privacy policy regularly for any changes. Your continued use of the site and/or services will be subject to the then-current privacy policy.

10. Contact Us.

We welcome your comments or questions concerning our privacy policy. If you would like to contact Give N Go regarding this privacy policy, please contact us by emailing us at [email protected], or at:

Give N Go, Inc.
Attn: Privacy Policy
5004 Community Circle
Charlotte, NC 28215

1. Notice and Procedure for making claims of copyright or other intellectual property infringements.

Give N Go, Inc. respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our instructors, students and other users of our website and services (the “Site”) to do the same. Infringing activity will not be tolerated on or through the Site.

Give N Go intellectual property policy is to (a) remove material that Give N Go believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Site, and (b) remove any submitted content posted to the Site by “repeat infringers.” Give N Go considers a “repeat infringer” to be any User that has uploaded Submitted Content to the Site and for whom Give N Go has received more than two takedown notices compliant with the provisions of 17 U.S.C. 512(c) with respect to such submitted content. Give N Go has discretion, however, to terminate the account of any User after receipt of a single notification of claimed infringement or upon Give N Go’s own determination.

2. Procedure for Reporting Claimed Infringement.

If you believe that any content made available on or through the site has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “notification of claimed infringement” containing the following information to the designated agent identified below. Your communication must include substantially the following;

• A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
• Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
• Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Give N Go to locate the material;
• Information reasonably sufficient to permit Give N Go to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
• A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You should consult with your own lawyer and/or see 17 U.S.C. 512 to confirm your obligations to provide a valid notice of claimed infringement.

3. Designated Agent Contact Information.

Give N Go’s Designated Agent for notices of claimed infringement can be contacted at:

• Via E-mail: [email protected]
• Via U.S. Mail: Give N Go, Inc. 5004 Community Circle, Charlotte NC 28215 Attn: Copyright Department

4. Counter Notification.

If you receive a notification from Give N Go that material made available by you on or through the site has been the subject of a notification of claimed infringement, then you will have the right to provide Give N Go with what is called a “counter notification.” To be effective, a counter notification must be in writing, provided to Organization’s designated agent through one of the methods identified above, and include substantially the following information:

• A physical or electronic signature of the subscriber;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of federal district court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which Organization may be found, and that the subscriber will accept service of process from the person who provided notification above or an agent of such person.

A party submitting a counter notification should consult a lawyer or see 17 U.S.C. 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

5. False Notifications of Claimed Infringement or Counter Notifications.

The Copyright Act provides that:

[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Give N Go] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

17 U.S.C. 512(f).

Give N Go reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.

For the avoidance of doubt, only notices submitted under the digital millennium copyright act and the procedures set forth in this section should be sent to the designated agent at [email protected] or to the postal address identified above. Any other comments, compliments, complaints or suggestions about Give N Go, the operation of the site or any other matter should be sent to [email protected].

THIS GIVE N GO-FOR-BUSINESS PORTAL AND SUBSCRIPTION AGREEMENT (the “AGREEMENT“) CONTAINS THE EXCLUSIVE TERMS AND CONDITIONS BETWEEN GIVE N GO, INC., A DELAWARE CORPORATION (“ORGANIZATION”) AND YOU (AND THE ORGANIZATION YOU REPRESENT) (“CUSTOMER”) AND IT GOVERNS THE CUSTOMER’S ACCESS AND USE OF THE ORGANIZATION’S CUSTOMER PORTAL SERVICE AND RELATED SERVICES (collectively, the“SERVICE”). BY ACCESSING OR USING THE SERVICE, THE CUSTOMER IS CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF THE CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE CUSTOMER MUST NOT ACCESS OR USE THE SERVICE.

1. Give N Go Service.

Give N Go offers various online courses at its primary website located at www.givengo.org (the “Site”). Give N Go also offers the Service under the name “Give N Go for Business” that permits other entities to create their own portals to the Site, populate them with courses, and allow their employees to access and enroll in courses through that portal. The service includes the tools and/or documentation needed to access the portal, customize the portal, post custom courses and other content through the portal, and other features of Give N Go for Business service that Give N Go makes available to Customer as described at www.givengo.org/terms/ . This agreement refers to the portal page customer creates using the Service as the “Customer Portal,” and the employees and other persons customer allows to use the customer portal as “Users.”

2. Customer Portal.

The customer portal will be based on a template that is co-branded. Customer shall select a unique URL identifier for the customer portal; establish user names, passwords and maintain their security. Customer will be liable for any breach of security caused by its conduct, and will indemnify and hold harmless Give N Go from any third party claims of infringement relating to the Customer identifier. Give N Go may include customer in a list of customers and identify customer online as a user of the Service. Customer will appoint an administrator for the customer portal that will be responsible for its supervision, determining the courses offered, setting up user accounts and monitoring them, and other similar activities. Give N Go will make available various tools to permit the administrator to perform these activities.

3. Available Courses.

Using the service, customer may populate the customer portal with different types of courses and related content. These include: (i) courses that Give N Go generally offers on the site (“Standard Courses”) for the fees (if any) associated with each standard course (“Standard Course Fees”); (ii) courses that customer creates using the Service (“Customer Courses”), for fees (if any) that customer elects to charge Users (“Customer Course Fees”); and (iii) courses packaged into bundles that Customer subscribes to (each a “Course Subscription”) for fixed fees instead of standard course fees (“Subscription Fees”). All courses are subject to any restrictions put on them by the instructors for such courses, and to the obligations contained in the Terms of Use, Privacy Policy, and Copyright Policy set forth on the Site. Customer shall be responsible for the content contained in customer courses. Upon termination of this agreement, enrolled Users will still be able to access standard courses and, subject to customer’s consent, customer courses as independent users of the cite. Courses available through a course subscription are only available for as long as (a) customer continues to pay the subscription fees for that course subscription; and (b) Give N Go continues to have the right to offer those courses as part of a course subscription; provided, however, that if Give N Go no longer has that right it will use its best efforts to secure a transition period and the right for enrolled Users to continue to access those courses during that transition period from the course provider, and will endeavor to give notice of such a transition as far in advance as possible.

4. Accessing the Service and the Customer Portal.

Subject to the terms and conditions of this agreement, Give N Go gives Customer access to the service for the purpose of using the service, creating a customer portal with the service, and operating that customer portal, all in accordance with any documentation that Give N Go provides. In addition to this agreement, the right to access and use if the Service and the customer portal is subject to the terms of use, privacy policy, and copyright policy set forth on the site. The use of the customer portal by customer employees is also governed by the terms of use, privacy policy, and copyright policy as they apply to Users of the Site. Give N Go will endeavor to make the customer portal and any courses accessed through the customer portal available 24×7 (subject to planned maintenance downtime). Customer will be entitled to receive email support for the Service at all times, and voicemail support from 8:30a.m-5:00p.m. Pacific Time, Monday to Friday (except business holidays).

5. Restrictions.

In the course of using the Service and operating the customer portal, customer shall not (and shall not permit users to): provide incorrect or knowingly false information; copy, distribute, modify, reverse engineer, deface, tarnish, mutilate, hack, or interfere with the site or service or any courses (other than customer courses); frame or embed the site, service, customer portal or any courses; introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the site or service; scrape, spider, use a robot or other automated means of any kind to access the Site, Service or courses; rent, timeshare, lease or otherwise permit third parties other than Users to access or use the service or customer portal. If customer’s access to the service is based on a number of users, then all such Users must be customer employees or full-time contractors, and user access cannot be assigned or transferred from one employee to another employee except in connection with a change of job assignment or termination of employment.

6. Fees and Payment.

Customer will pay Give N Go the fees for the services and activities under this agreement. The terms of these fees shall be agreed to by the Customer at the same time it agrees to this agreement. You agree to pay the fees for an entire Term, even if you cancel this agreement anytime during a Term. All fees shall be paid in US dollars and are non-refundable. Fixed fees are payable in advance for the period of the plan selected. Recurring fees are due within fifteen (15) days of the beginning of each month or other period. Late payments shall be subject to 1.5% interest per month (or the maximum permitted by law). Customer shall be responsible for any sales, value-added, services, use or similar taxes (other than taxes on Give N Go’s income). If customer elects to pay fees by credit or debit card or direct funds transfer, then customer hereby authorizes Give N Go or its third-party payment processor to charge such card or account. Customer shall provide Give N Go or its third-party payment processor with all necessary billing, card and account information.

7. Confidentiality.

Customer acknowledges that, in the course of activities under this agreement, customer will obtain information relating to Give N Go and the Service which is confidential in nature (“Confidential Information”), including, but not limited to, the Service features, pricing details, and other features and information about the Site’s operations. Give N Go acknowledges that it may obtain confidential Information relating to customer, including, but not limited to, customer courses. Each party (“Recipient”) agrees that it will not disclose confidential Information of the other party (“Discloser”) without the prior written consent of discloser unless such confidential Information becomes part of the public domain through no fault of the recipient, and that it will only use such confidential information for the purposes of this agreement and in accordance with the privacy policy and applicable law. Each party acknowledges and agrees that due to the unique nature of the confidential Information, there can be no adequate remedy at law for any breach of this section, and the discloser shall be entitled to equitable relief in addition to whatever remedies it may have at law. Nothing in this agreement is intended to limit either party from accessing or making available similar services or courses, including, without limitation, customer’s (or Customer’s employees’) use of another online education site, or Give N Go from offering Users the opportunity to enroll in courses other than the courses available on the customer portal. If Customer offers any suggestions for changes or improvements of the service, Give N Go shall be free to incorporate or use them without payment, and customer hereby grants Give N Go an irrevocable, perpetual, royalty-free license to do so.

8. Term/Termination.

This Agreement will commence on the date the customer agrees to this agreement. The initial term of this agreement will be one year, and then this agreement will renew automatically for additional terms of one year periods until terminated by at least thirty (30) days’ notice prior to the end of the then-current term. Either party may terminate the agreement upon thirty (30) days’ notice for a material breach unless such breach is cured during the notice period. Upon termination for any reason, customer will cease to use the customer portal and the service, each party will cease to use the other’s confidential information. Notwithstanding the foregoing, if any Users are taking standard courses that are generally available on the Site at the time of termination then Give N Go will continue to allow those users to complete those standard courses, subject to payment of any required fees and compliance with the Site Terms of Use. Sections 5 and 7-12 of this agreement, as well as any accrued rights to payment, will survive any expiration or termination.

9. WARRANTY DISCLAIMER.

GIVE N GO AND CUSTOMER EACH PROVIDES THE SERVICES, COURSES, AND OTHER MATERIALS HEREUNDER “AS IS” AND HEREBY DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, OR SECURITY.

10. LIMITATION OF REMEDIES AND DAMAGES.

NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, OR (C) ANY LIABILITY HEREUNDER IN EXCESS OF THE FEES PAID IN THE TWELVE (12) MONTHS PRIOR TO THE DATE A CLAIM AROSE. THE FOREGOING LIMITS SHALL NOT APPLY TO CLAIMS ARISING FROM CUSTOMER’S BREACH OF SECTION 5, EITHER PARTY’S BREACH OF CONFIDENTIALITY OR UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.

11. Indemnification.

For the purposes of this section, all materials that a party provides to the other or otherwise makes available pursuant to this agreement shall be that party’s “Content.” The Service and Site shall be Give N Go’s content. The customer courses shall be customer content. Standard courses and subscription courses shall not be either party’s content. Each party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other party and its employees, directors, affiliates and agents (the “Indemnified Parties”) from any claims, allegations, investigations, losses, damages and fees (including court costs and attorneys’ fees) (“Claims”) arising from the infringement of the Indemnifying party’s content by a third party’s patent, copyright, trademark, trade secret, privacy or other intellectual property or proprietary rights; provided, however, that the Indemnified Parties (a) gives the Indemnifying Party prompt notice of the claim; (b) allow the indemnifying party sole control of the defense or settlement of the claim; and (c) assist with such defense or settlement at the Indemnifying Party’s expense. In the event that the Service or Site becomes subject to a claim or Give N Go believes will become subject to a claim, Give N Go may elect to (i) defend or settle the claim as above; (ii) procure the right for customer to continue to use the service or site without material reduction in functionality; (iii) modify the service or site to preclude the claim; or (iv) terminate this agreement and refund pro rata for the remainder of the then-current term any prepaid fees. THE FOREGOING IS THE SOLE REMEDY FOR CONTENT INFRINGEMENT CLAIMS.

12. Miscellaneous.

In the event that any of the provisions of this agreement shall be held unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly cancelled. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by either party without consent, except in connection with an acquisition of that party, or merger or other change of control transaction. This agreement shall be governed by the laws of the State of North Carolina without regard to its conflicts of laws provisions and any legal claim, suit, action or proceeding arising out of this agreement or the matters contemplated hereunder or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule and shall be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina in each case located in the city and County of Charlotte, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. EACH PARTY RECOGNIZES THAT THE DISCLAIMERS, LIABILITY LIMITS AND REMEDIES SET FORTH HEREIN ARE MATERIAL, BARGAINED FOR BASES FOR EACH PARTY’S DECISION TO ENTER INTO THIS AGREEMENT.

Updated on January 11, 2016

Key Definitions

“Base Price” means the course price set by the instructor.

“Base Currency” means the currency of the base price.

“Base Exchange Rate” means a system-wide rate used by the organization for foreign currency conversion and does not include any fee or mark-up by the organization. The rate is established using one or more third parties such as open exchange rates and is fixed periodically (e.g. monthly) to prevent daily price fluctuations. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.

“Sale Price” means the actual sale price for the course. When the sale currency is different from the Base Currency, the Organization will determine the Sale Price based on the applicable Base Exchange Rate and Cost Adjustment Factor.

“Sale Currency” means the currency of the sale. This is determined by the country of origin of the User purchasing the Course.

“Cost Adjustment Factor” means applicable local taxes and other fees associated with currency conversions. In regions that use a common currency, e.g., the EU, the Cost Adjustment Factor uses a weighted average of country specific tax rates to ensure the same prices to end customers across the region.

“Net Amount” means the amount actually received from students for your course, less any refunds paid, applicable sales or other taxes (VAT in EU), and any amounts paid in connection with marketing programs that you participate in.

Pricing

As an Instructor, You will be solely responsible for determining the Base Price You charge Students for Your Courses. You agree to charge only for your own submitted content. The organization will handle billing and other fee interaction with users. When the sale currency is different than the base currency, Give N Go will determine the sale price according to the most recent Base Exchange Rate and applicable Cost Adjustment Factor.

If you choose to participate in any of the organization’s marketing programs, the fee you receive from the Organization will be in accordance with the terms of the particular Marketing Program that applies to the sale of Your Course. Otherwise you will receive the following:

• Generally, the organization will pay you sixty percent (60%) of the Net Amount received for Your Course. The Net Amount equals the amount actually received from Students for Your Course, less any refunds paid, applicable sales or other taxes (if any), applicable fees for mobile application sales from either the Apple App Store or Google Play, and any amounts paid in connection with marketing programs that You participate in. The net amount will typically be based on the base price, but organization reserves the right to increase or decrease the base price in connection with the organization’s marketing and promotional efforts (including through marketing programs).
• You will be able to increase your portion of the fee by promoting your courses by using a coupon code that you have created on Give N Go in accordance with the instructions found a twww.givengo.org. For those users that input your coupon code at the time they enroll in your course, you will receive one-hundred percent (100%) of the net amount, less a three percent (3%) administrative and handling fee, except in the territory of Japan, where the administrative and handling fee shall be four percent (4%).

You authorize the organization to perform the appropriate calculations, deduct and retain the transaction fee, and pay you the net amount as indicated above.

Marketing programs include, but are not limited to, organization’s deals program and marketing boost program. You acknowledge that the amounts paid for marketing programs are not fixed, and the organization has the sole discretion to determine those amounts and which courses to offer as part of Marketing Programs. Further, the organization does not guarantee any minimum level of success in connection with any marketing programs, and its selection of courses to include is not an endorsement of those courses, or of you. As part of your participation in marketing programs, you give us permission to share your course, and information about you and the course with Give N Go employees and selected partners, for which you will not receive compensation. If you do not wish to participate in marketing programs, log into your account and opt out of them.

Agreement

As an Instructor you are contracting directly with Give N Go, Inc., a corporation in the United States of America. Instructors do not have a direct contractual relationship with users. Additionally, although we may utilize other Give N Go subsidiaries to facilitate your payments, your contract remains between you and Give N Go, Inc.

Restricted Persons We Cannot Do Business With

You hereby warrant that you are not a Restricted Person (“Restricted Person”). For purposes of the Instructor Terms and Conditions, you are a Restricted Person if you or any officer, director, or controlling shareholder of the entity on behalf of which you are using the Site or Services is (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical, or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person during the term of this Instructor Terms and Conditions, you shall notify Give N Go within twenty-four (24) hours, and Give N Go shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to Give N Go.

You agree that you shall not utilize the Sites or the Services to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

Payments

Users are entitled to refunds pursuant to our general terms of service and you agree that organization may deduct such refunds from subsequent amounts owed to you. Organization will issue remit to you any amounts remaining after the foregoing deductions and adjustments, in US dollars. So that organization can pay you in a timely manner, you must have a PayPal account in good standing and keep Give N Go apprised as to the correct email address associated with your PayPal account. Payment will be made within forty-five (45) days of the end of the month in which the fee for a Course was received. You are responsible for providing Organization with all identifying and tax information necessary for the payment of amounts due.

Taxes

European Union

In the event that the sale or delivery of a Course or any Submitted Content to any Student in the European Union is subject to any value added tax (“VAT”), under applicable law, Give N Go will collect and remit the VAT to the competent tax authorities for sales of such Courses or Submitted Content to Students in the European Union. Give N Go may at its own discretion increase the Sale Price where Give N Go is of the view that VAT may be due and Give N Go will have a liability to account for such. You will indemnify and hold Give N Go harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon.

All other countries

For sales of any of courses or submitted content in countries other than the European Union, You are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in your own location). Give N Go is unable to provide you with tax advice and you should consult your own tax advisor.

Optional Marketing Programs

Give N Go Optional Marketing Program(s) for Paid Courses

1. Give N Go Deals Program: Targeted Price Testing to Drive Sales of Your Course(s)

The “Give N Go Deals Program” is the Give N Go Marketing Program that utilizes highly segmented discounting via email and other channels designed to price test and find the optimal price for Your Course(s). Typical deals offered under the Give N Go Deals Program include both Percentage Promotions (e.g., 50% off) as well as Fixed-Price Promotions (e.g., $10, $19 or $29 deals).

Give N Go Deals Programs Terms & Conditions:

Give N Go Deals Program offers may be promoted Products the Site, or third party websites. Give N Go Deals Program offers are typically available for less than a month, but you acknowledge that the actual duration and amount discounted may vary.

Give N Go Deals Programs come in two primary formats:

• Percentage Promotions: By participating in Percentage Promotions, You agree that we may offer Your Course(s) in limited time deals and price tests for a discount of up to and including 75% off the Base Price.
• Fixed-Price Promotions: By participating in Fixed-Price Promotions, You agree that We may offer Your Course(s) in limited time deals and price tests for a Sale Price that will be less than the Base Price, but will not fall below $10. Unlike Percentage Promotions, the Sale Price may represent a discount exceeding 75% depending on the applicable Base Price.

By participating in the Give N Go Deals Program, You acknowledge that your revenue share may vary, but will be 60% of Net Amount in most cases.

2. Give N Go Marketing Boost Program: A Multi-Channel Marketing Program to Drive Sales of Your Course

Give N Go has a network of tens of thousands of partner sites (“Affiliates”) and established relationships with third-party deal sites (“Deal Partners,” and with Affiliates, “External Partners”). We also have an entire team dedicated to using advanced digital marketing tactics (such as paid advertising) that spends hundreds of thousands of dollars marketing instructor courses each month! The “Give N Go marketing boost program” is the Give N Go marketing program that promotes courses through affiliates and deal partners.

There is no upfront cost to put this full-scale marketing attack to work selling your course(s), and it’s a terrific way to increase exposure and sales.

Give N Go Marketing Boost Program Terms & Conditions:

When an External Partner promotes Your Course, a portion of the fee for each Student that the External Partner refers to Your Course will be paid to the External Partner.

When Give N Go, at its option, purchases and places advertisements for Your Course on third party websites, and tracks the resulting sales through appropriate means (including, but not limited to, tracking pixels, cookies and the like) (“Paid Advertising”), there will be fees associated with such activities.

By participating in the Give N Go Marketing Boost Program, You agree that Give N Go: (i) may employ External Partners and Paid Advertising to promote Your Courses; and (ii) may deduct External Partner fees or Paid Advertising fees before calculating the amount remitted to you. You acknowledge that Your revenue share may vary, but will be 25% of Net Amount in most cases.

3. Give N Go For Business Content Subscription: An Opportunity to Join a Select Group of Courses Offered to Give N Go’s Corporate Customers

Give N Go is pleased to invite You to join its “Content Subscription Program,” in which select Courses are offered in a bundled monthly subscription offering to Give N Go’s corporate or enterprise customers (“Enterprise Customers”). Although not all of Your Course(s) will be included in the Content Subscription Program, the Content Subscription Program is a terrific way to be a part of Give N Go’s growing business-to-business offering and generate incremental revenue.

Content Subscription Program Terms & Conditions

By participating in the Content Subscription Program, You agree to make all of Your Course (s) eligible for inclusion in the Content Subscription Program offerings. Give N Go may elect which of Your Courses to include in the specific Content Subscription Program for an Enterprise Customer, and may change the selection of Courses in each Content Subscription Program from time to time, in its sole discretion, in response to the needs and requests of Enterprise Customers. The Sale Price for Courses included in the Content Subscription Program are at Organization’s discretion.

You understand and agree that by participating in the Content Subscription Program, You may not unpublish or make your courses private during the term of your participation.

Termination

You may elect to terminate Your participation in the Content Subscription Program at any time. Give N Go will cease to offer Your Course(s) as a part of the Content Subscription Program within 6 months of termination. Thereafter, Your Course(s) will no longer be offered to new Enterprise Customers as part of the Content Subscription Program, but any Enterprise Customer which purchased a Content Subscription Program while Your Course(s) were included will continue to be able to access and enroll in those Course(s) for as long as they remain a paying Enterprise Customer.

Fees Earned

You will earn fees for all enrollments in Your Course(s) offered through the Content Subscription Program. These fees will be calculated as follows:

• Each month, Give N Go will calculate the Net Amount from all Enterprise Customers attributed to the Content Subscription Program (“Total Amount”).
• Give N Go will track the total number of whole minutes when all Students in a Content Subscription Program are viewing any Course (“Aggregate Minutes”), and the percentage of the Aggregate Minutes that Your Course(s) are viewed (“Your Percentage”).
• Your fee for Your Course(s) offered in that Content Subscription Program will be 60% of Your Percentage of the Total Amount for that Content Subscription Program.
• Any fees under the Content Subscription Program will be paid according to the standard payment terms.

BY DOWNLOADING OR USING THE GIVE N GO API, YOU OR THE COMPANY YOU REPRESENT (“LICENSEE,” “YOU” OR “YOUR”) AGREE TO BE BOUND BY THIS API LICENSE AGREEMENT (“AGREEMENT”). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE API AND DELETE IT FROM YOUR COMPUTER. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1. Grant of License and Restrictions.

Subject to all the terms of this Agreement and payment of all fees, Give N Go, Inc. (“Give N Go” or “we”) grants Licensee a nonsublicensable, nonexclusive, right to download and use the API software solely in connection with accessing and using the Give N Go website and services (the “Site”) in object code form only, for internal, non-commercial purposes, and in accordance with any documentation we provide. Except for backup purposes, you will not copy the API. Give N Go retains ownership of the API, all copies or portions, and all rights therein. Licensee will maintain the copyright notice and any other notices that appear on the API on any copies and any media. Licensee will not (and will not allow any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the API, (ii) provide, lease, lend, use for timesharing or service bureau purposes or, otherwise use or allow others to use the API for the benefit of any third party, or (iii) use the API, or allow the transfer, transmission, export, or re-export of the API in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department’s Office of Foreign Assets Control, or any other government agency. All the limitations and restrictions on Products in this Agreement also apply to documentation.

2. Support and Updates.

Give N Go may, from time to time, provide updates or upgrades to the API, or offer support for its use, but is under no obligation to do so.

3. Termination.

Either party may terminate this Agreement (which will also terminate all licenses) at any time on notice to the other. You may also terminate this Agreement by ceasing to use the API and deleting it from all computers, which you will do upon termination for any reason. Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs.

4. Limited Warranty and Disclaimer.

GIVE N GO PROVIDES THE API “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, COMPANY DOES NOT WARRANT RESULTS OF USE OR THAT THE PRODUCTS ARE BUG FREE OR THAT THEIR USE WILL BE UNINTERRUPTED OR PRODUCE ANY RESULTS.

5. Limitation of Liability.

NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, GIVE N GO SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.

6. Miscellaneous.

Neither the Agreement or the licenses granted hereunder are assignable or transferable by Licensee without prior written consent. Any notice, report, approval or consent required or permitted hereunder shall be in writing. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State Of North Carolina without regard to conflicts of laws provisions thereof. Any waivers or amendments shall be effective only if made in writing. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorney’s fees and costs in connection with such action.