WISHLY Terms of Service

Last Modified: September 29, 2021

Acceptance of the Terms of Service

These Terms of Service are entered into by and between You (“you” and/or “Users”) and Igivugive, LLC dba WISHLY (“WISHLY,” “we,” or “us”). The following terms and conditions (“Terms of Service”) govern your access to and use of WISHLY mobile app and website, including any content, functionality, and services offered on or through WISHLY mobile app or the domain: www.wishlyapp.com (collectively the “App”).

Please read the Terms of Service carefully before you use the App. By using the App you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the App.

These Terms of Service are in addition to any terms set forth on an order form, sales order, purchase order or other subscription terms that we may require you to agree to prior to use of our App and our Services offered by us.

Services

WISHLY offers its App as a platform to allow individuals and companies (“Donors”) to contribute monetary donations (“Donations”) directly to recognized 501(c)(3) charitable organizations (“Nonprofits”) via campaigns (“Campaigns”) created by individuals and/or businesses (“Campaign Organizers”) in conjunction with various commercial sponsors (“Brands”) (collectively the “Services”). Donors, Nonprofits, Campaign Organizers and Brands are collectively referred to as “Users.”

WISHLY is not a broker, financial institution, creditor, charity or 501(c)(3) organization. WISHLY does not provide financial, legal, tax or other professional advice. Before making any decisions regarding charitable donations, you should consult with your financial, legal, tax or other professional advisors as appropriate. You acknowledge that all information and content accessed by you using the App is at your own risk. Donors must make the final determination as to the value and appropriateness of contributing to a Nonprofit. All Donations are at your own risk, and you are responsible for understanding how your money will be used and the tax treatment of such Donations.

Changes to the Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them.

Your continued use of the App following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the App and Account Security

Users can access the App by creating an account (“Account”) via manual registration, or, if an individual, by using your Google or Apple login details. If you create an Account using your Google or Apple login details, you authorize us to access, display and use certain information from your Google or Apple account (e.g. profile pictures and location information). For more information about what information we use and how we use it, please check out our Privacy Policy.

We reserve the right to withdraw or amend this App, and any service or material we provide on the App, in our sole discretion without notice. We will not be liable if for any reason all or any part of the App is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the App, or the entire App, to users, including registered users.

You are responsible for both:

  • Making all arrangements necessary for you to have access to the App.
  • Ensuring that all persons who access the App through your internet connection are aware of these Terms of Service and comply with them.

To access the App, you may be asked to provide certain registration details or other information. It is a condition of your use of the App that all the information you provide on the App is correct, current, and complete. You agree that all information you provide to register with this App or otherwise, including, but not limited to, through the use of any interactive features on the App, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this App or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.

Donors

All Donations are NONREFUNDABLE and at your own risk. Along with the gifts received by other Users, any money transferred to a Donor’s giving funds cannot be cashed out. Giving fund money may only be spent on Donations. When you make a Donation, it is your responsibility to understand how your money will be used. WISHLY is not responsible for any offers, promises, rewards or promotions made or offered by Users or Campaigns. We do not and cannot verify the information that Users or Campaigns supply, nor do we represent or guarantee that the Donations will be used in accordance with any fundraising purpose prescribed by a User or Campaign or in accordance with applicable laws. Notwithstanding the foregoing, we take possible fraudulent activity and the misuse of funds raised very seriously. If you have reason to believe that a User or Campaign is not raising or using the funds for their stated purpose, please notify WISHLY directly at info@wishlyapp.com (Subject Line “Fraudulent Activity”).

Donors are not permitted to impose restrictions on the use of Donations by a Nonprofit or Campaign Organizer. To the extent that a Donation is made in response to an appeal for a particular program of a Nonprofit or Campaign Organizer, or to the extent that a Donor purports to direct the use of Donations by a Nonprofit or Campaign Organizer, any such directions shall constitute non-binding recommendations only and the Nonprofit or Campaign Organizer shall have full discretion to determine how all Donations will be used.

WISHLY makes no representation as to whether all or any portion of your Donations, including, if any, Payment Processor Fees, are tax deductible or eligible for tax credits. WISHLY will have no liability for any claim by any federal, state, provincial, territorial, local or any other tax authority with respect to the characterization on any applicable tax return of any Donation by you, any User or any Nonprofit. You should consult your tax advisor as to the amount of your Donation that is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any Donation in any relevant jurisdiction, and particularly if you are awarded a gift or prize in connection with your Donation.

Donors shall provide WISHLY with such information as is required to enable the issuing of an official Donation receipt. Donor acknowledges and agrees that, in accordance with the Privacy Policy, certain of Donor’s personal information will be shared with the Nonprofit to which such Donor makes a donation and may be used by such Nonprofit in accordance with the Nonprofit’s Privacy Policy. WISHLY is not responsible, and shall not be liable, for any Nonprofit’s use of any Donor information.

Certain states require written disclosures for Nonprofits soliciting contributions. For donors making donations to Nonprofits, please see the state non-profit disclosures for those Nonprofits.

Campaign Organizer

You, as a Campaign Organizer, represent, warrant, and covenant that (i) all information you provide in connection with a Campaign or Beneficiary is accurate, complete, and not likely to deceive reasonable Users; (ii) all Donations contributed to your Campaign will be used solely as described in the materials that you post or otherwise provide; (iii) if you withdraw donations believed by reasonable Donors to be raised on behalf of someone other than you (i.e., the Beneficiary), all Donations will be given to and/or spent on behalf of the Beneficiary; (iv) if you add a Beneficiary through the Services, you relinquish control of the Donations, including the ability to issue refunds; (v) you will not infringe the rights of others; (vi) you will comply with all relevant and applicable law and financial reporting obligations, including but not limited to laws and regulations relating to registration, tax reporting, political contributions, and asset disclosures for your project; and (vii) to the extent you share with us any personal data of any third party for any purpose, including the names, email addresses and phone numbers of your personal contacts, you have the authority (including any necessary consents), as required under applicable law, to provide us with such personal data and allow us to use such personal data for the purposes for which you shared it with us. You authorize WISHLY and WISHLY reserves the right to, provide information relating to your Campaign to Donors, beneficiaries of your Campaign or law enforcement, and to assist in any investigation thereof.

If you use the Services as an agent of a Nonprofit using the services to raise funds for such Nonprofit, you represent and warrant that: (a) you are a representative of the Nonprofit, which representative is authorized to raise funds or bind the Nonprofit to these (b) you are raising funds for a Nonprofit, with a cause or activity that is legal under all applicable federal, state, provincial, territorial and local laws and regulations; (c) all donated funds will be used solely for the purpose you have stated on and in connection with your Campaign, and under no circumstances may you use the funds for any other purpose; and (d) your Nonprofit has and will maintain tax-exempt status under applicable law.

Nonprofits

You, as a Nonprofit represent, warrant, and covenant that (i) you are a recognized 501(c)(3) charitable organization as recognized under the laws of the United States of America, (ii) all Donations you receive will be used solely as described in the materials you post or otherwise provide; (iii) you will not infringe on the rights of other; (iv) you will comply with all relevant and applicable law and financial reporting obligations, including but not limited to laws and regulations relating to registration, tax reporting, political contributions, and asset disclosures for your project; and (v) to the extent you share with us any personal data of any third party for any purpose, including the names, email addresses and phone numbers of your personal contacts, you have the authority (including any necessary consents), as required under applicable law, to provide us with such personal data and allow us to use such personal data for the purposes for which you shared it with us; and (vi) your Nonprofit has and will maintain tax-exempt status under applicable law. You authorize WISHLY and WISHLY reserves the right to, provide information relating to your Nonprofit to Donors, beneficiaries of any Campaign associated with your Nonprofit or law enforcement, and to assist in any investigation thereof.

Nonprofits that pause or delete their accounts or profiles that are banned by WISHLY, will have any Donations transferred to them until there is no more money to receive. WISHLY’s payment processor is not influenced by pauses/deletions/banishments. Nonprofits that haven’t added a banking account and try to pause or delete their Accounts will be prevented from doing so, until a banking account is added. This ensures that the NPO receives any money that has been donated to them. Nonprofits that are removed from using the App by WISHLY and haven’t added a banking account will have Donations given to Give4Good to be distributed to nonprofits at Give4Good sole discretion.

Pausing a User Account

Users have the option of pausing their profiles. When this occurs your content as collections, campaigns, and match donations will be disabled. Your profile pages will not be found if searched for. Accounts can be reactivated, along with your gallery content and friends lists (followers and following), by logging in again and reconfirming the decision to reactivate your profile. If there is any money in your giving account when the account is paused the money will remain in your account throughout the pause and will be available for future use once the account is reactivated.

Deleting a User Account

Users may delete their account at any time. Notwithstanding this, accounts may not be deleted until all Donation funds are used.

Donation Processing

WISHLY is not a payment processor and does not hold any funds. Instead, WISHLY uses third-party payment processing partners to process Donations for a Campaign (“Payment Processor”). You acknowledge and agree that the use of Payment Processors are integral to the Services and that we exchange information with Payment Processors in order to facilitate the provision of Services. By creating a WISHLY Account you agree to be bound by its Payment Processors (currently Stripe, Inc.) terms of service, which can be found here: https://stripe.com/legal.

In making a Donation you may be asked to supply certain information relevant to your Donation, including without limitation your credit card number or other payment account number, and your billing address. YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE OR OLDER AND/OR HAVE THE LEGAL RIGHT TO USE ANY PAYMENT MEANS USED BY YOU IN CONNECTION WITH ANY DONATION. By submitting such information, you grant WISHLY (or its payment processor(s)) the right to provide such information to third parties for purposes of consummating Donations initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Donation. We reserve the right, in our sole discretion, to refuse or cancel the processing of any Donation for any reason. WISHLY (or its payment processor(s)) may automatically process charges against your selected payment method. WISHLY or its payment processor will inform you if all or any portion of your Donation is refused or canceled or if additional or different information is required to process and accept your Donation.

You acknowledge and agree that all Donations must comply with applicable laws and these Terms of Service (collectively, the “Donation Rules”). In the event that WISHLY, or a government regulator or enforcement agency determines, in its sole discretion, that a User’s proposed donation would violate a Donation Rule, WISHLY may reject the donation and return the proposed donation amount to the applicable contributor. For the avoidance of doubt, WISHLY reserve the right to refuse any donation request.

In order to withdraw funds from a Campaign, a Campaign Organizer or, if not the same, Beneficiary (collectively “Withdrawing Entity”) will be required to provide Payment Processors information regarding bank account information (“Withdrawing Account”). You, as Withdrawing Entity, represent and warrant to Payment Processors and WISHLY that such information is true and that you are authorized to use the applicable Withdrawing Account.

Although there are no fees to register for an Account on the App, when making Donations, industry-standard transaction fees apply and will be deducted from the total donation amount representing our service fee for offering of the Services (“Service Fees”). All Service Fees will be described to you at the point of check-out (when you place your order) prior to making your Donation or by electronic mail to you during your request for use of our Services. For a further description of Service Fees, please visit our Frequently Asked Questions (FAQ) . Service Fees are subject to change in our sole discretion and you should check our Service Fees regularly prior to engaging our App. Service Fees will be automatically withdrawn from transactions that are conducted through our App and you agree to allow us to deduct such Service Fees from any Donations and/or transactions made through our App.

Your Account, Donations, and the personal information you submit in connection with your Account and Donations are subject to the terms of our Privacy Policy. Please review our Privacy Policy to understand how we may use your personal information.

Donation Refunds

All Donations are NONREFUNDABLE and at your own risk. Notwithstanding WISHLY takes any fraudulent activity very seriously. If you believe your Donation was made fraudulently please contact us at info@wishlyapp.com (Subject Line “Fraudulent Activity”) and we will investigate.

User Contributions

The App may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow Users to post, submit, publish, display, or transmit to other Users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the App.

There are four types of User Contributions You will be able to access on the App

  1. content that You upload and provide (“Your Content”)
  2. content that Donors provide (“Donor Content”)
  3. content that Brands provide (“Brand Content”)
  4. content that Nonprofits provide (“Nonprofit Content”)

All User Contributions must comply with the Content Standards set out in these Terms of Service.

Any User Contribution you post to the App will be considered non-confidential and non-proprietary. By providing any User Contribution on the App, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms of Service.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not WISHLY, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the App.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and our Privacy Policy.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Make any un-democratic, seditious or other inflammatory or riot inducing statements.

Prohibited Uses

You may use the App only for lawful purposes and in accordance with these Terms of Service. You agree not to use the App:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with our Content Standards set forth below or such applicable content standards for an applicable social media platform that we may link our App to.
To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
To impersonate or attempt to impersonate WISHLY, a WISHLY employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the App, or which, as determined by us, may harm WISHLY or users of the App, or expose them to liability.

Additionally, you agree not to:

  • Use the App in any manner that could disable, overburden, damage, or impair the App or interfere with any other party’s use of the App, including their ability to engage in real time activities through the App.
  • Use any robot, spider, or other automatic device, process, or means to access the App for any purpose, including monitoring or copying any of the material on the App.
  • Use any manual process to monitor or copy any of the material on the App, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the App.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the App, the server on which the App is stored, or any server, computer, or database connected to the App.
  • Attack the App via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the App.

Monitoring and Enforcement; Termination
We have the right to:

Remove or refuse to post any User Contributions for any or no reason at our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users or the public, or could create liability for WISHLY.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the App.
Terminate or suspend your access to all or part of the App for any or no reason, including without limitation any violation of these Terms of Service.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the App. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review all material before it is posted on the App, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Your Content

You agree that Your Content must comply with these Terms of Service, as updated from time to time. As Your Content is unique, you are responsible and liable for Your Content and will indemnify, defend, release, and hold us harmless from any claims made in connection with Your Content.

You may not display any personal contact or banking information on your individual profile page whether in relation to you or any other person (for example, names, home addresses or postcodes, telephone numbers, email addresses, URLs, credit/debit card or other banking details). If you do choose to reveal any personal information about yourself to other users, whether via email or otherwise, it is at your own risk. We encourage you to use the same caution in disclosing details about yourself to third parties online as you would under any other circumstances.

Should you choose to make your profile public, Your Content will be visible to other Users all around the world instantly – so make sure you are comfortable sharing Your Content before you post. As such, you agree that Your Content may be viewed by other Users and any person visiting, participating in or who is sent a link to the App (e.g. individuals who receive a link to a user’s profile or shared content from other Users). By uploading Your Content on the App, you represent and warrant to us that you have all necessary rights and licenses to do so, and automatically grant us a non-exclusive, royalty free, perpetual, worldwide license to use Your Content in any way (including, without limitation, editing, copying, modifying, adapting, translating, reformatting, creating derivative works from, incorporating into other works, advertising, distributing and otherwise making available to the general public such Content, whether in whole or in part and in any format or medium currently known or developed in the future).We may assign and/or sub-license the above license to our affiliates and successors without any further approval by you. We do not have any obligation to store Your Content – if it’s important, you should make a copy.

Donor Content

Donors will also share content via the App. Donor Content belongs to the Donor who posted the content and is stored on our servers and displayed via the App at the direction of the Donor providing the Donor Content. You do not have any rights in relation to Donor Content, and you may only use Donor Content to the extent that your use of it matches WISHLY’S purpose of promoting charitable donations. You may not use Donor Content for commercial purposes, to spam, to harass, stalk or to make unlawful threats. We reserve the right to terminate your Account if you misuse other users’ information.

Nonprofit Content

Nonprofits will also share content via the App. Nonprofit Content belongs to the Nonprofit who posted the content and is stored on our servers and displayed via the App at the direction of the Nonprofit providing the Nonprofit Content. You do not have any rights in relation to the Nonprofit Content, and you may only use Nonprofit Content to the extent that your use of it matches WISHLY’S purpose of promoting charitable donations. You may not use Nonprofit Content for commercial purposes, to spam, to harass, stalk or to make unlawful threats. We reserve the right to terminate your Account if you misuse Nonprofit Content.

Brand Content

Brands will also share content via the App. Brand Content belongs to the Brand who posted the content and is stored on our servers and displayed via the App at the direction of the Brand providing the Brand Content. You do not have any rights in relation to the Brand Content, and you may only use Brand Content information to the extent that your use of it matches WISHLY’S purpose of promoting charitable donations. You may not use Brand Content for commercial purposes, to spam, to harass, stalk or to make unlawful threats. We reserve the right to terminate your Account if you misuse Brand Content.

WISHLY Content

Any other text, content, graphics, user interfaces, trademarks, logos, sounds, artwork, and other intellectual property appearing on the App are owned, controlled or licensed by WISHLY and are protected by copyright, trademark and other intellectual property law rights. All right, title and interest in and to WISHLY Content remains with us at all times.

We grant you a non-exclusive, limited, personal, non-transferable, revocable, license to access and use WISHLY Content, without the right to sublicense, under the following conditions:

  • you shall not use, sell, modify, or distribute WISHLY Content except as permitted by the functionality of the App;
  • you shall not use our name in metatags, keywords and/or hidden text;
  • you shall not create derivative works from Our Content or commercially exploit WISHLY Content, in whole or in part, in any way; and
  • you shall use WISHLY Content for lawful purposes only.

We reserve all other rights.

No Obligation to Pre-Screen Content

WISHLY does not assume any obligation to pre-screen User Contributions. Notwithstanding this, WISHLY reserves the right at their sole discretion to review, pre-screen, refuse and/or remove any User Contributions, including content exchanges between Users in direct messages.

Removal from the App

We use a combination of automated systems and a team of moderators to monitor and review accounts and messages for content that indicates breaches of these Terms. We reserve the right at our sole discretion to terminate or suspend any Account, restrict access to the App, or make use of any operational, technological, legal or other means available to enforce the Terms (including without limitation blocking specific IP addresses), at any time without liability and without the need to give you prior notice. Without limiting the foregoing in any way, we expressly reserve the right to terminate or suspend your Account without notice (1) for violating these terms, (2) due to your conduct on the App, or your conduct with other users of the App (including your “offline” conduct), if we, in our sole discretion, determine your conduct was inappropriate or improper, (3) if we or our affiliates, in our or their sole discretion, determine your conduct on other apps operated by our affiliates was inappropriate or improper, or (4) for any reasons whatsoever that we deem, in our sole discretion, justifies termination. If your Account is terminated or suspended, you agree you will not receive a refund for any paid service, features or Donations you have already been charged for. If WISHLY terminates a User, any money in their giving fund will go to Give4Good to be distributed to nonprofits at WISHLY’s sole discretion.

Push Notifications; Location Based-Features

We may provide you with emails, text messages, push notifications, alerts and other messages related to the App and/or the Services, such as enhancements, offers, products, events, and other promotions. After downloading the App, you will be asked to accept or deny push notifications/alerts. If you deny, you will not receive any push notifications/alerts. If you accept, push notifications/alerts will be automatically sent to you. If you no longer wish to receive push notifications/alerts from the App, you may opt out by changing your notification settings on your mobile device. With respect to other types of messaging or communications, such as emails, text messages, etc., you can unsubscribe or opt out by either following the specific instructions included in such communications, or by emailing us with your request at info@wishlyapp.com (Subject Line “Unsubscribe”).

The App may allow access to or make available opportunities for you to view certain content and receive other products, services and/or other materials based on your location. To make these opportunities available to you, the App will determine your location using one or more reference points, such as GPS, Bluetooth and/or software within your mobile device. If you have set your mobile device to disable GPS, Bluetooth or other location determining software or do not authorize the App to access your location data, you will not be able to access such location-specific content, products, services and materials. For more about how the App uses and retains your information, please read the Privacy Policy .

Taxes

It is your responsibility to determine what, if any, taxes apply to the Donations you receive through your use of the App. It is solely your responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority.

Intellectual Property Rights

The App and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by WISHLY, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Service permit you to use the App for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our App, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the App for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

  • Modify copies of any materials from this App.
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this App.

You must not access or use for any commercial purposes any part of the App or any services or materials available through the App.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the App in breach of the Terms of Service, your right to use the App will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the App or any content on the App is transferred to you, and all rights not expressly granted are reserved by WISHLY. Any use of the App not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

Trademarks

The WISHLY name, the terms WISHLY, WishlyApp and the WISHLY logos and all related names, logos, product and service names, designs, and slogans are trademarks of WISHLY or its affiliates or licensors. You must not use such marks without the prior written permission of WISHLY. All other names, logos, product and service names, designs, and slogans on this App are the trademarks of their respective owners.

Copyright Infringement

If you believe that any User Contributions violate your copyright, WISHLY respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify WISHLY of your infringement claim in accordance with the procedure set forth below.

WISHLY will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to WISHLY’s Copyright Agent at TeamWishly@wishlyapp.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:

WISHLY Copyright Agent:

Igivugive, LLC dba WISHLY

Attn: Legal

7028 Kearny Dr, Huntington Beach, CA 92648

To be effective, the notification must be in writing and contain the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

• a description of the copyrighted work or other intellectual property that you claim has been infringed;

• a description of where the material that you claim is infringing is located on the Services, with enough detail that we may find it on the Services;

• your address, telephone number, and email address;

• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and

• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Counter-Notice: If you believe that 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 copyright owner’s agent, or pursuant to the law, to upload and use the content in your content, you may send a written counter-notice containing the following information to the above-listed Copyright Agent:

• your physical or electronic signature;

• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

• a statement that you have a good-faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

• your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, WISHLY will send a copy of the counter-notice to the original complaining party, informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion

It is the policy of WISHLY to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the App is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the App, or by anyone who may be informed of any of its contents.

This App may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by WISHLY, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of WISHLY. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the App

We may update the content on this App from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the App may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the App

All information we collect on this App is subject to our Privacy Policy . By using the App, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the App and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

This App may provide certain social media features that enable you to:

  • Link from your own or certain third-party website to certain content on this App.
  • Send emails or other communications with certain content, or links to certain content, on this App.
  • Cause limited portions of content on this App to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.
  • Cause the App or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
  • Link to any part of the App other than the homepage.
  • Otherwise take any action with respect to the materials on this App that is inconsistent with any other provision of these Terms of Service.
  • The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Service.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice at our sole discretion.

Links from the App

If the App contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this App, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the App is based in the State of California in the United States. We provide this App for use only by persons located in the United States. We make no claims that the App or any of its content is accessible or appropriate outside of the United States. Access to the App may not be legal by certain persons or in certain countries. If you access the App from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the App will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE TRANSACTIONS (INCLUDING BUT NOT LIMITED TO DONATIONS) SOUGHT TO BE EFFECTED THROUGH YOUR USE OF THE SITE, INCLUDING BUT NOT LIMITED TO THE TAX TREATMENT THEREOF.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY SITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER SITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless WISHLY, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the App, including, but not limited to, your User Contributions, any use of the App’s content, services, and products other than as expressly authorized in these Terms of Service, or your use of any information obtained from the App.

Governing Law and Jurisdiction

All matters relating to the App and these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or the App shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of Newport Beach and County of Orange, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At WISHLY’s sole discretion, it may require You to submit any disputes arising from these Terms of Service or use of the App, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by WISHLY of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of WISHLY to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

Entire Agreement

The Terms of Service and our Privacy Policy constitute the sole and entire agreement between you and Igivugive, LLC dba WISHLY regarding the App and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the App.

Your Comments and Concerns

The App is operated by Igivugive, LLC dba WISHLY 7028 Kearny Dr, Huntington Beach, CA 92648.

All notices of copyright infringement claims should be sent to the copyright agent designated herein in the manner and by the means set out therein.

All other feedback, comments, requests for technical support, and other communications relating to the App should be directed to: TeamWishly@wishlyapp.com.

Brands Terms of Service

Last Updated: September 27 , 2021

BY SUBMITTING A BRAND APPLICATION (THE “BRAND APPLICATION”) TO BE LISTED AS A BRAND (A “BRAND”) ON THE WEBSITE WISHLYAPP.COM, RELATED SUBDOMAINS AND THE RELATED WISHLY MOBILE APPLICATION (THE “APP”) AND RELATED SERVICES (THE “SERVICES”), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) REGARDING SUCH BRAND LISTING AND THE GENERAL SERVICES OF WISHLY. (THE “COMPANY” OR “WISHLY” HEREIN). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT BE A BRAND ON THE APP.

Welcome

Your submission of a Brand Application shall be deemed to be the Brand’s agreement to abide by the terms of this Agreement, including any materials available on the App incorporated by reference herein, including but not limited to WISHLY’s Privacy Policy. To the extent that you access the App or the Services, you also agree to abide by the terms of WISHLY’s general Terms of Service, which can be viewed at.

1. Services

WISHLY offers its App and Services as a platform to allow individuals to contribute monetary donations directly to nonprofit organizations via a third-party payment processor. WISHLY is not a broker, financial institution, creditor, charity or 501(c)(3) organization. WISHLY does not provide financial, legal, tax or other professional advice. Although there are no fees associated with a user’s registration for an account on the App, when contributing money, industry-standard transaction fees apply and will be deducted from the total donation amount. For a further description of these fees, please visit WISHLY FAQ.

By submitting an Application, you are authorizing (but not requiring) WISHLY to feature the Brand on the App for the purposes of collaborating with various nonprofit giving campaigns (each, a “Donation”), as further described below. You acknowledge and agree that all Donations must comply with applicable laws (collectively, the “Donation Rules”). In the event that WISHLY or a government regulator or enforcement agency determines, in its sole discretion, that a User’s proposed Donation would violate a Donation Rule, WISHLY may reject the Donation and return the proposed Donation amount to the applicable User. For the avoidance of doubt, WISHLY reserves the right to refuse any Donation request submitted by a User.

2. Content; Privacy & Security

WISHLY does not assume any responsibility for the conduct of or information provided by the Brand. WISHLY expressly disclaims any liability or responsibility for such conduct or information, and the outcome or success of donations. WISHLY’s Privacy Policy may be viewed at https://site.wishlyapp.com/PrivacyPolicy. WISHLY reserves the right to modify its Privacy Policy and Terms of Service in its reasonable discretion from time to time.

3. License Grant & Restrictions

You hereby grant to WISHLY a non-exclusive, limited, revocable, worldwide right to use, distribute, perform, transmit, modify (for the purposes of technical or formatting modifications to display the Brand Content on the App or via the Services) and reproduce the Brand’s name, logo, mission statement, taglines, text, photographs, images, videos, sound recordings and other content provided by you in your Brand Application or as otherwise provided to WISHLY for the purposes of featuring the Brand on the App (collectively, the “Brand Content”).

WISHLY shall be entitled to adjust the scope of the App, the Services and the underlying technical infrastructure to reflect the continuing development of the App, the Services and technical advances. WISHLY reserves the right to terminate your Brand Status at any time, and nothing contained in this Agreement shall be construed as requiring WISHLY to feature the Brand.

4. Your Responsibilities

You are responsible for providing the Brand Content to WISHLY in true and correct form. The Brand Content shall not: (i) include any false or misleading information; (ii) defame, abuse, harass, threaten or otherwise violate the legal right of others; (iii) include any content that infringes the Intellectual Property Rights of a third party; and (iv) include any personal information about individuals or any information that is subject to applicable privacy laws or regulations.

5. Disclaimer of Warranties

WISHLY AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE APP, THE SERVICES OR ANY CONTENT. WISHLY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE APP OR THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE APP OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, LEADS OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE APP OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVER(S) THAT MAKE THE APP AND THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND WISHLY, THE APP AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN AS IS BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY WISHLY AND ITS LICENSORS. WISHLY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE TRANSACTIONS (INCLUDING BUT NOT LIMITED TO DONATIONS) SOUGHT TO BE EFFECTED THROUGH YOUR USE OF THE APP, INCLUDING BUT NOT LIMITED TO THE TAX TREATMENT THEREOF.

6. Indemnification

You shall indemnify and hold WISHLY, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your inclusion as a Brand on the App, (b) Brand Content and (c) a claim arising from the breach by you of this Agreement.

7. Limitation of Liability

IN NO EVENT SHALL WISHLY’S AGGREGATE LIABILITY PURSUANT TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100). EXCEPT IN CONNECTION WITH YOUR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE UNDER THIS AGREEMENT TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE APP, THE SERVICES OR THE LISTING OF YOUR ORGANIZATION AS A BRAND ON THE APP, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE APP OR THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE APP OR THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

9. Notice

WISHLY may give notice by means of an electronic mail to your e-mail address on record in WISHLY’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in WISHLY’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to WISHLY (such notice shall be deemed given when received by WISHLY) at any time by any of the following: letter to WISHLY delivered by nationally recognized overnight delivery service or first class postage prepaid mail to WISHLY at 7028 Kearny Drive, Huntington Beach, CA 92648, in either case, addressed to the attention of: President.

10. Modification to Terms

WISHLY reserves the right to modify the terms and conditions of this Agreement or its policies relating to the App and/or the Services at any time, effective upon posting of an updated version of this Agreement on the App. You are responsible for regularly reviewing this Agreement. Continued use of the App and/or the Services after any such changes shall constitute your consent to such changes.

11. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of WISHLY but may be assigned without your consent by WISHLY to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger, consolidation, stock sale or similar. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of WISHLY directly or indirectly owning or controlling 50% or more of you shall entitle WISHLY to terminate this Agreement for cause immediately upon written notice.

12. General

This Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement, the App or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in California. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and WISHLY as a result of this Agreement or by WISHLY’s decision to feature your Brand on the App. The failure of WISHLY to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by WISHLY in writing. This Agreement comprises the entire agreement between you and WISHLY with respect to your authorization to list the Brand on the App, and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

13. Definitions

As used in this Agreement now or hereafter associated herewith:

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

“User(s)” means the individuals or entities who are authorized to use the App and/or the Services, and/or have been supplied user identifications and passwords (or by WISHLY at such User’s request).

Questions or Additional Information

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to TeamWishly@wishlyapp.com. Thank you for your interest in becoming a Brand on the App.