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CHARITY ON TOP, PBC

TERMS AND CONDITIONS GOVERNING THE SALE OF ITS PRODUCTS AND SERVICES

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS, CONDITIONS, AND LIMITATIONS:

  1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

    BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.

    THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

    YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH CHARITY ON TOP, PBC, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

    These terms and conditions (these "Terms") apply to the purchase and sale of products and services through www.charityontop.org (the "Site"). These Terms are subject to change by Charity on Top, PBC and Charity on Top Foundation, Inc. (referred to as "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.

    These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site (see Section 9).

  2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

  3. Prices and Payment Terms.

    1. Prices posted on this Site may be different from the prices for our products or services offered at physical retail locations or on other websites. All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
    2. We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
    3. Unless otherwise described on the Site or on promotional material related to the product or service at the time of purchase, the following Disclosure Concerning Affiliate Fee Sharing shall apply to all purchases made through this Site:
    4. Disclosure Concerning Affiliate Fee Sharing

      This card is issued by Charity on Top Foundation, Inc., a California nonprofit corporation and 501(c)(3) tax-exempt organization ("COT Foundation"). 100% of the Card Value constitutes a tax-deductible donation to COT Foundation. 96.25% of the Card Value will be directed to a qualified third-party charity. 3.75% of the Card Value will be retained by COT Foundation for payment of operating expenses. This Processing Fee is paid to Charity on Top, PBC, a for-profit Delaware public benefit corporation dedicated to (1) catalyze the charitable spirit of gift-buying; (2) increase giving to charitable organizations; (3) improve access to charitable giving resources for underserved populations; and (4) enhance public awareness of charitable giving opportunities and mechanisms." Your tax-deductible receipt is emailed to you immediately upon purchase and a copy can be requested of it at any time by emailing us at inquire / charityontop, com. If you establish an account at charityontop.org, you may download your tax deduction receipt(s) at any time through your account login. This card may not be resold, and is not refundable or redeemable for cash or credit and cannot be replaced if lost or stolen. Purchase, use or acceptance of this card constitutes acceptance of the Terms and Conditions at charityontop.org/terms, which may change at any time.

    5. Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept Visa, MasterCard, AMEX, Discover and use payment processing services such as PayPal, Stripe, Square and others, for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
    6. Unless otherwise described on the Site or on promotional material related to the product or service at the time of purchase, the following Disclosure Concerning Tax Deductibility of Purchase shall apply to all gift card purchases made through this Site:

    Disclosure Concerning Tax Deductibility of Purchase

    NEITHER CHARITY ON TOP, PBC NOR CHARITY ON TOP FOUNDATION, INC. make any warranty, guarantee, promise, or affirmative representation concerning the tax deductibility of any gift card purchase made on this Site or elsewhere. We hereby disclaim any responsibility to ensure the tax deductibility of your Card Value contribution.

    Please consult your independent legal counsel and/or tax advisor to gain advice concerning whether your purchase on our Site will constitute a tax-deductible charitable contribution.

    The amount of the Card Value purchased is contributed to Charity on Top Foundation, Inc., a California nonprofit corporation and 501(c)(3) tax-exempt organization. The amount of the Card Value may be tax deductible for you (the "Purchaser"). The card recipient ("Recipient") may direct up to 96.25% of the Card Value to a qualified third-party charity.

    To be eligible for a tax deduction in the amount of the Card Value, the Purchaser must not derive any personal benefit from the charity to which the Purchaser or Recipient ultimately contributes the Card Value or any portion thereof. Furthermore, if the Purchaser is an officer, director, or control person associated with the charitable recipient of the Card Value, the Card Value contribution may not be tax deductible or may not be considered public support for the charitable recipient.

    By making your purchase, you hereby covenant, guarantee, and agree that you will neither seek nor receive any personal benefit from any charitable recipient of the Card Value, and you agree to indemnify and hold harmless both Charity on Top, PBC, and Charity on Top Foundation, Inc. from any tax or other liability, penalties, expenses, costs, or damages that you or either entity may incur as a consequence of your receipt of any such personal benefit. The foregoing shall in no way diminish the indemnification to which either entity is entitled pursuant to Section 7 of this Agreement.

    By making your purchase, you hereby acknowledge that, if your purchase of the Card Value is tax deductible, you will seek your tax deduction receipt from Charity on Top Foundation, Inc. only, and not from any third-party charitable recipient of the Card Value. You furthermore acknowledge that, if your purchase of the Card Value is tax deductible, your purchase will be deductible only once even if you direct a portion of the Card Value to be transferred to a qualified third-party charity.

    Your tax-deductible receipt is emailed to you immediately upon purchase and a copy can be requested of it at any time by emailing us at inquire / charityontop, com. If you establish an account at charityontop.org, you may download your tax deduction receipt(s) at any time through your account login.

  4. Shipments; Delivery; Title and Risk of Loss.

    1. We will arrange for shipment of the products to you. Please check the purchase order page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order.
    2. Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable damages, costs, or expenses you may incur as a consequence of any delay in transfer or shipment, and all products will remain non-refundable even in the event of delayed shipment.
  5. Returns and Refunds. ALL SALES ARE FINAL. GIFT CARDS ARE NON-REFUNDABLE.

    For defective returns, please refer to the manufacturer’s warranty (see Section 6) included with the product or as detailed in the product’s description on our Site.

  6. Manufacturer’s Warranty and Disclaimers. We do not manufacture any of the products offered on our Site. The availability of products or services through our Site does not indicate an affiliation with or endorsement of any product, service or manufacturer. Accordingly, we do not provide any warranties with respect to the products or services offered on our Site.

    ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.

  7. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

    OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE.

  8. Goods Not for Resale. You represent and warrant that you are buying products or services from the Site for your own personal use only (including for the use of giving your purchased product to another individual or entity), and not for resale. You further represent and warrant that all purchases are intended for final delivery to locations within the US.

  9. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, charityontop.org/privacy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

  10. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

  11. Governing Law and Jurisdiction. This Site is operated from the US. All matters arising out of or relating to these Terms are 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) that would cause the application of the laws of any jurisdiction other than those of the State of California.

  12. Dispute Resolution and Binding Arbitration.

    1. YOU, CHARITY ON TOP FOUNDATION, INC., AND CHARITY ON TOP, PBC ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

      ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

    2. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

      The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

      If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.

    3. You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within 30 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

    4. You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR CHARITY ON TOP, PBC WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

      If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

  13. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

  14. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Charity on Top, PBC.

  15. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

  16. Notices.

    1. To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

    2. To Us. To give us notice under these Terms, you must contact us as follows by personal delivery, overnight courier or registered or certified mail to Charity On Top, 117 E. Colorado Blvd., #200 Pasadena, CA 91105. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

  17. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

  18. Entire Agreement. Our order confirmation, these Terms, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.