Terms of Service

1. Agreement to Terms

1.1 Acceptance: By accessing or using GiveAuction ("the Platform," "we," "us," or "our"), you ("User," "you," or "your") agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and our Bidding Guidelines, which are incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Platform.

1.2 Updates to Terms: We reserve the right to modify these Terms at any time, effective upon posting of the updated Terms. Your continued use of the Platform following any changes constitutes acceptance of those changes. We encourage you to review these Terms periodically.

1.3 Electronic Agreement: By using the Platform, you agree to receive all communications, agreements, and notices electronically. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

2. Platform Role and Limitations

2.1 Technology Facilitator Only: GiveAuction serves exclusively as a venue for nonprofit organizations to list items for auction, accept donations, and conduct fundraising events. We do not own, sell, resell, manage, offer, deliver, or control any items listed or donations processed on the Platform. We are not involved in the actual transaction between users.

2.2 No Verification of Information: GiveAuction does not verify information provided by users, including but not limited to: nonprofit status, tax-exempt status, item descriptions, item authenticity, user identities, or how donated funds will be used. Users interact with each other and contribute at their own risk.

2.3 No Guarantees: GiveAuction makes no representations, warranties, or guarantees regarding: (a) the quality, safety, legality, authenticity, or availability of items listed on the Platform; (b) the success or outcome of any fundraising campaign; (c) how donations or auction proceeds will be used; (d) that sellers/fundraisers will complete transactions or deliver items; (e) that any specific amount will be raised.

2.4 No Responsibility for Fulfillment: All responsibility for item description accuracy, condition, legality, delivery, shipping, fulfillment, tax compliance, and donor communications rests solely with the Fundraiser. GiveAuction has no control over and does not guarantee the existence, quality, safety, or legality of items advertised.

3. Binding Bids and Donations

3.1 Binding Bid Contract: When you place a bid on GiveAuction, you enter into a legally binding agreement to purchase the item at your bid price if you are the winning bidder. Bids cannot be retracted, cancelled, or modified once placed.

3.2 Binding Donation Contract: When you make a donation (one-time or recurring), you authorize immediate or scheduled payment processing. Recurring donations continue until cancelled by you through your account settings.

3.3 Automatic Payment Authorization: By saving a payment method and placing bids or making donations, you explicitly authorize GiveAuction and our payment processors (including Stripe) to automatically charge your saved payment method for: (a) winning bids when auctions end; (b) recurring donation commitments; (c) any applicable fees.

3.4 Off-Session Processing: You understand and agree that payment processing may occur "off-session" (when you are not actively using the Platform), and you authorize such automatic processing without additional consent or notification.

4. Fundraiser/Seller Responsibilities

Fundraisers and sellers are solely responsible for:

• Maintaining valid nonprofit or tax-exempt status (where applicable)
• Accurate item descriptions, photographs, and condition disclosures
• Item authenticity, quality, and legal compliance
• Timely fulfillment and delivery of sold items
• All shipping, handling, and associated costs
• Customer service, donor/buyer communications, and support
• Compliance with all applicable laws, regulations, and tax requirements
• Proper use and allocation of donated funds as represented
• Issuance of tax receipts where required by law
• Any damages, defects, or issues with items
• Returns, refunds, and dispute resolution with buyers

Fundraiser Agreement: By using the Platform as a Fundraiser, you represent and warrant that: (a) you have legal authority to conduct the fundraising activity; (b) all information provided is accurate and not misleading; (c) you will use funds as represented to donors; (d) you will comply with all applicable charitable solicitation laws.

5. Donor/Bidder Obligations

5.1 Due Diligence: You are solely responsible for researching and evaluating any fundraising campaign, nonprofit organization, or auction item before bidding or donating. GiveAuction provides no vetting, verification, or endorsement of any campaign or organization.

5.2 Payment Responsibility: You must maintain a valid payment method with sufficient funds. You are responsible for all taxes, fees, or other charges applicable to your transactions.

5.3 At Your Own Risk: All bids and donations are made at your own risk. You acknowledge that you may not receive any item, recognition, tax benefit, or other expected value from your bid or donation, and GiveAuction bears no responsibility for such outcomes.

5.4 Direct Seller Interaction: All disputes regarding item condition, delivery, fulfillment, or fund usage must be resolved directly with the Fundraiser/seller. GiveAuction does not mediate, arbitrate, or resolve user-to-user disputes.

6. Communication and Notification Consent

6.1 Transactional Communications: By using the Platform, you consent to receive transactional and service-related communications via email, push notifications, SMS, and in-app notifications, including: bid confirmations, outbid alerts, auction endings, payment confirmations, shipping updates, donation receipts, and account notifications.

6.2 Public Bid Display: You acknowledge and consent that your bids may be publicly displayed on auction pages, including your username and bid amount. Leaderboards may display donor information for fundraising campaigns.

6.3 Marketing Communications: With your consent, we may send promotional communications. You may opt out of marketing communications at any time, but you cannot opt out of essential transactional and service communications while maintaining an active account.

7. Limitation of Liability

7.1 Maximum Liability: To the fullest extent permitted by law, GiveAuction's total cumulative liability for any and all claims arising from or related to your use of the Platform shall not exceed the greater of: (a) $100 USD, or (b) the total amount of platform fees you paid to GiveAuction in the six (6) months prior to the event giving rise to the liability.

7.2 Excluded Damages: IN NO EVENT SHALL GIVEAUCTION, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, business opportunities, or goodwill
• Loss of data, information, or digital content
• Items not received, received damaged, or not as described
• Delayed deliveries, lost shipments, or shipping damage
• Fraudulent, illegal, or harmful activity by users
• Misuse of donated funds by Fundraisers
• Payment processing errors, delays, or failures
• Unauthorized access to your account
• Service interruptions, bugs, or technical issues
• Actions or omissions of third parties, including payment processors
• Any matters beyond our reasonable control

7.3 No Liability for User Conduct: GiveAuction is not responsible for the conduct, actions, or omissions of any user, including Fundraisers who fail to deliver items, misrepresent their organization, or misuse funds; bidders who fail to pay; or any fraudulent, illegal, or harmful activity by users.

8. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

GiveAuction does not warrant that: (a) the Platform will be uninterrupted, timely, secure, or error-free; (b) defects will be corrected; (c) the Platform is free of viruses or harmful components; (d) the results of using the Platform will meet your requirements; (e) any content, including user-generated content, is accurate, complete, or reliable.

YOU ACKNOWLEDGE THAT YOU USE THE PLATFORM AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE DEVICE, OR LOSS OF DATA RESULTING FROM YOUR USE OF THE PLATFORM.

9. Indemnification

You agree to indemnify, defend, and hold harmless GiveAuction, its parent company, subsidiaries, affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees and court costs) arising from or related to:

• Your use or misuse of the Platform
• Your violation of these Terms or any applicable law
• Your violation of any rights of another party
• Your user content, listings, or communications
• Your transactions with other users
• Items you list, sell, donate, or purchase through the Platform
• Any disputes between you and other users
• Your negligence, fraud, or willful misconduct
• Any claims related to invasion of privacy, publicity, defamation, or intellectual property infringement arising from your use of the Platform

10. Dispute Resolution and Arbitration

10.1 User-to-User Disputes: GiveAuction is not responsible for resolving disputes between users. All disputes regarding items, delivery, quality, fund usage, or any other matter between users must be resolved directly between the parties involved. GiveAuction does not mediate, arbitrate, or provide dispute resolution services for user-to-user conflicts.

10.2 Mandatory Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or your use of the Platform (collectively, "Disputes") shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes, except where prohibited by law.

10.3 Arbitration Procedure:

• Arbitration will be conducted by a single neutral arbitrator selected in accordance with AAA rules
• Arbitration will take place in Delaware, USA, or may be conducted remotely via videoconference at the arbitrator's discretion
• Each party bears its own attorneys' fees and costs unless the arbitrator determines otherwise
• The arbitrator's decision is final and binding, with very limited rights of court review under the Federal Arbitration Act
• Arbitration proceedings and awards are confidential
• The arbitrator may award any relief that would be available in court, subject to these Terms

10.4 Class Action Waiver: YOU AND GIVEAUCTION EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN CLASS ACTION LAWSUITS, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ACTIONS, OR ANY OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY. All Disputes must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

10.5 Jury Trial Waiver: IF ARBITRATION IS UNAVAILABLE FOR ANY REASON, YOU AND GIVEAUCTION EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A JURY TRIAL. Any court proceeding will be conducted by a judge in a bench trial.

10.6 Small Claims Exception: Either party may bring an individual action in small claims court for disputes within the court's jurisdiction, provided the action remains in small claims court and proceeds on an individual, non-class basis.

10.7 Opt-Out Right: You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice to hello@oz3an.com with your full name, mailing address, email address, and username. If you opt out, neither you nor GiveAuction can require the other to participate in arbitration.

10.8 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to conflict of law principles. Any court proceedings (if arbitration does not apply) must be brought exclusively in state or federal courts located in Delaware, and you consent to personal jurisdiction in those courts.

10.9 Severability: If any portion of this dispute resolution section is found to be unenforceable, the remainder shall continue in full force and effect. If the class action waiver is found unenforceable in any case seeking public injunctive relief, this entire arbitration provision is void as to that claim only.

11. Platform Rights and Content Moderation

GiveAuction reserves the right, without liability and at our sole discretion, to:

• Remove, refuse, or modify any content, listing, or campaign for any reason or no reason
• Suspend, restrict, or terminate any user account at any time, with or without notice
• Cancel any auction, campaign, or transaction
• Place holds on funds pending investigation or compliance verification
• Share information with law enforcement, regulatory authorities, or affected parties
• Modify, suspend, or discontinue any part of the Platform at any time
• Change bidding rules, fees, policies, or platform features
• Investigate suspected violations and cooperate with authorities

We are under no obligation to pre-screen content but may do so at our discretion. We may remove content that violates these Terms or that we find objectionable for any reason.

12. Age Requirements and COPPA Compliance

12.1 Minimum Age Requirement: You must be at least 18 years old (or the legal age of majority in your jurisdiction, if higher) to use GiveAuction. The Platform is not intended for children under 18.

12.2 COPPA Compliance: GiveAuction complies with the Children's Online Privacy Protection Act (COPPA). We do not knowingly collect personal information from children under 13 years of age. If we discover that a child under 13 has provided us with personal information, we will delete it immediately.

12.3 Parental Notice: If you are a parent or guardian and believe your child has provided us with personal information, please contact us immediately at hello@oz3an.com so we can delete the information.

12.4 Age Verification: We reserve the right to request proof of age at any time. Accounts found to be held by individuals under 18 will be immediately terminated without refund of any fees paid.

13. Account Suspension and Termination

GiveAuction reserves the right to suspend or terminate your account at any time, with or without cause or notice, for any reason including but not limited to:

• Violation of these Terms or any Platform policies
• Fraudulent, suspicious, or potentially illegal activity
• Non-payment of winning bids or donation commitments
• Failure to deliver items or fulfill orders as a Fundraiser
• Misrepresentation of nonprofit status or fund usage
• Abusive, harassing, or inappropriate conduct
• Multiple accounts or identity manipulation
• Any activity that harms the Platform, other users, or our reputation
• Requests from law enforcement or regulatory authorities

Upon termination, your right to use the Platform immediately ceases. Provisions of these Terms that by their nature should survive termination shall survive, including disclaimers, limitation of liability, indemnification, and arbitration provisions.

14. Payment Processing and Fees

14.1 Third-Party Processors: All payments are processed by third-party payment processors (including Stripe). GiveAuction is not responsible for payment processing errors, delays, chargebacks, or failures. You agree to be bound by the terms of service of our payment processors.

14.2 Platform Fees: GiveAuction charges platform fees as disclosed on the Platform. The current platform fee for auction transactions is 10% of the final sale price. Fees are subject to change with notice. All fees are non-refundable unless otherwise stated.

14.3 Automatic Charging: By placing a bid or making a donation commitment, you authorize GiveAuction and our payment processors to automatically charge your saved payment method. You are responsible for ensuring adequate funds are available.

14.4 Recurring Donations: Recurring donations will be processed on a monthly or yearly basis as selected by you until cancelled through your account settings. You may cancel recurring donations at any time, effective at the end of your current billing period.

15. Intellectual Property

15.1 Platform Content: The Platform and its original content, features, and functionality are owned by GiveAuction and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

15.2 User Content License: By posting content on the Platform, you grant GiveAuction a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content in connection with the Platform and GiveAuction's business.

15.3 User Representations: You represent that you own or have the right to use any content you post, and that such content does not infringe any third-party rights.

16. General Provisions

16.1 Entire Agreement: These Terms, together with the Privacy Policy and Bidding Guidelines, constitute the entire agreement between you and GiveAuction regarding your use of the Platform.

16.2 Waiver: Our failure to enforce any right or provision of these Terms shall not be considered a waiver of such right or provision.

16.3 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.4 Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. GiveAuction may assign these Terms without restriction.

16.5 Force Majeure: GiveAuction shall not be liable for any failure to perform due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government actions, or interruption of power or communications.

17. Contact Information

For questions about these Terms, please contact us at:

• Email: hello@oz3an.com
• Arbitration Opt-Out: hello@oz3an.com
• Privacy Inquiries: hello@oz3an.com