Terms of Use

User Agreement / Terms of Use

This User Agreement / Terms of Use (the “Agreement” or Terms”) is a contract between you (“you”, “your”,  “donor”, or “user”), Goodworld Inc. (“Goodworld”, “Cheerful”, the “Company”, “we”, “us”, or “our”) and Cheerful, Inc., an affiliated 501(c)3 public charity, and applies to use of the Cheerful and Goodworld mobile application, websites, and all related products and services (collectively, the “Goodworld Services”).

You may use the Goodworld Services only if you can form a binding contract with us and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting these terms on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. If you cannot confirm the foregoing, then you must not accept these terms of use and may not use the site, the application or services. You may use the services only in compliance with these terms of use and all applicable laws and regulations.

We may amend or modify this Agreement at any time by posting via the Goodworld Services or e-mail to you, and the revised Agreement shall be effective at such time. We may modify or discontinue any portion of the Cheerful Services, and/or suspend or terminate your access to the Goodworld Services at any time without notice to you. You automatically agree to the terms of affiliated third parties including Stripe, Plaid and Cheerful, Inc.. You agree that we shall not be liable to you or any third party for any modification or termination of the Goodworld Services, and/or suspension or termination of your access to the Cheerful Services.

Definitions
• “Donor” or “End User” means any person who ultimately uses or is intended to ultimately use the Goodworld Platform.
• “Organization”, “Charity”, or “Donee” means any beneficiary organization listed on the Goodworld Services to which donors can make financial contributions.
• “Donation”, “Transaction”, “Financial Contribution”, or “Contribution” means any action which results in a financial contribution being made to a selected organization by a donor.
• “Content” means the end products of consulting, coordinating and creative services including concepting, design, copywriting and rich media. All products of these services, also referred to as Content; including assets, files, presentations, renderings and intellectual property originated by Cheerful, Inc. is the property of the organization.
• “Stripe” means Stripe, a provider of payment processing services.
• “Plaid” means Plaid Technologies, Inc., a provider of bank account authentication, identity validation, and payment detail and account balance capture services which support ACH transfers.
• “Spare Change”, “Round Up” or “Round Ups” means the amount of money donated based on the difference between an organic merchant credit or debit card charge and a full dollar amount of credit card or debit card charge selected by the Donor.  For example, where the merchant’s credit or debit card charge for an item is $23.25, the Donor has directed the Service to round up to the nearest five dollars and donate the difference, the Round-Up is $1.75. Another example is where the merchant’s credit or debit card for an item is $11.22, the Donor has directed the Service to round up to the nearest dollar and donate the difference, the Round Up is $0.88.
• “Platform” means a technology or online service domain including but not limited to mobile and web applications, websites, and all related products and/or services.
• “Purchaser” means any End User who has purchased an event ticket or submitted a winning bid amount through an auction on the Goodworld Platform.
• “Item Donor” means any person, entity or group who has donated an item for availability in an auction on the Goodworld platform.
• “IRS” means Internal Revenue Service.


Donations
In special cases, your donation may be managed by Cheerful, Inc., a 501(c)3 public charity, EIN 81-3470281. Cheerful, Inc. ("Cheerful") which makes every reasonable effort to respect the wishes of its donors. However, to comply with federal tax laws and Internal Revenue Service regulations, Cheerful must retain the exclusive authority, discretion, and legal control over all donated funds. In the rare event that the charity you have advised does not satisfy Cheerful's criteria or otherwise enable Cheerful to disburse your donation(s) (reasons for this include issues like: they do not or cannot accept donations, are not recognized by the IRS as a public charity, or are not in good standing with federal or state regulators, etc.), Cheerful may select an alternate nonprofit organization to receive the donation or have the donation allocated to a fund maintained by Cheerful and used solely for charitable purposes, including, but not limited to, mission-based activities and grants.

Cheerful's distributions to or for the benefit of your advised charity and/or purpose must not be used for the personal benefit of you, or any other donor advisor, or any other purpose conferring impermissible private benefit.


Donor Contribution Disclaimer
We use data from 3 different data sources to verify the good standing of all beneficiary organizations listed on the Goodworld Platform. Those sources are:

1. IRS Exempt Organizations Business Master File Extract (EO BMF): a list of organizations recognized as exempt by the IRS
2. IRS Publication 78: Exempt Organizations Select Check Database
3. Office of Foreign Assets Control (OFAC), in compliance with the USA PATRIOT Act.

Although we make a good faith effort to verify each organization listed on the Goodworld Services is eligible to receive tax-deductible contributions, we do not guarantee, whether explicit or implied, the exempt status of any organization listed on the Goodworld Services to federal income tax or their eligibility to receive tax-deductible contributions. The verification of an organization’s eligibility to receive tax-deductible contributions and the determination of the extent to which your contribution(s) is deductible is fully the responsibility of you, the donor. We highly advise that you, as a donor, consult an attorney, accountant, and/or financial advisor before making any donation. Any donation made on the Goodworld Services is done so at your own risk.

Goodworld is not responsible for understanding or verifying how your money will be used by the charity. You are fully responsible for understanding such information prior to making a donation. We are not obligated to verify the accuracy of any information provided or posted by the charity, and we assume no responsibility to verify if your donation will be used in accordance with any fundraising purpose, or if any funds raised are used in accordance with any applicable laws.


Receipt of Charitable Donation
Cheerful shall make a receipt of your charitable donations accessible to you so that you may be able to substantiate, as required by the Internal Revenue Code of 1986, as amended, your charitable contributions for federal income tax purposes. While Cheerful will use its commercially reasonable best effort to provide the appropriate documentation for your contribution to qualify as a tax deduction, Cheerful does not represent, warrant, or guarantee that you will receive such documentation or that the IRS will ultimately recognize your contribution as being tax deductible.


Permitted Uses by Organization Administrators
Any User who creates an account and receives financial contributions through the Goodworld Services is subject to the following specific terms.

By enrolling your Organization and raising funds through the Goodworld Services, you, as an organization administrator, represent and warrant that: (i) you are an authorized representative of the organization with the authority to solicit donations for the organization and are not impersonating any entity or otherwise misrepresenting your affiliation with an entity; (ii) any contributions collected through Goodworld Services will be used solely as described or implied in the materials or information you post or otherwise provide through Goodworld Services; (iii) all information you provide through Goodworld Services is complete, accurate, and is not designed to mislead, defraud, or deceive any user; (iv) you will comply with all applicable laws and regulations when you use the Goodworld Services and solicit funds through Goodworld Services; (v) the organization or charity you represent has and will maintain tax-exempt status under Section 501(c) of the Internal Revenue Code; (vi) if you do not have tax-exempt status at the time of your account creation, you must disclose to Goodworld Services, in an express written statement (in a conspicuous and easily recognizable format) that contributions to your organization are not deductible for federal income tax purposes as charitable contributions according to Section 6113 of the Internal Revenue Code. (vii) if you receive notice that your tax-exempt status has been revoked and you, the organization administrator, have previously created an account on Goodworld Services, you are subject to the requirements in section (vi) above. You must provide Goodworld Services with an express written statement as described in section (vi) above within 14 days of your notice of revocation. You may send such written statement to support@goodworld.me so long as it is sent from your organization’s official email domain and is accurately signed with your name, job title, and telephone number included.


Account Security
You are responsible for maintaining the confidentiality of the username and password you designate during the registration process, and you are solely responsible for all activities that occur under your username and password. You agree to immediately notify the Company of any disclosure or unauthorized use of your username or password or any other breach of security at support@goodworld.me.


Agreement with Respect to Terms of Use
These Terms of Use constitute a legally binding agreement between the Company and you. You are responsible for regularly reviewing these Terms of Use. You can review the most current version of the Terms of Use at any time on the goodworldnow.com website. Additional terms, including without limitation those set forth in the Agreements, may govern your use of certain Web pages within the Site or sections within the Application. In the event that any provision, term or guideline contained on a particular Web page in the Site or section of the Application conflicts with these Terms of Use, the terms of such Web page or section shall control over these Terms of Use. You acknowledge that you have read these Terms of Use, and accept, understand and will be bound by such terms and conditions. You further acknowledge that these Terms and Conditions, together with the Privacy Policy and terms governing any individual Web page or Application feature, represent the complete and exclusive statement of the agreement between us and supersede any proposal or prior agreement oral or written, and any other communications between us relating to your access or use of the Site, the Application and/or Services.


Registration
Certain features or services offered on or through the Platform may require you to open an account and set up a profile, providing certain personally-identifiable information, including but not limited to your name, your social security number or other tax identification number, your address, your email address, your phone number, information about your charitable giving and charity preferences (collectively, your “Client information”), and personal credit card, debit card, and bank account information (collectively, your “Payment information”). We reserve the right to restrict certain areas of information on the Site and Application to such registered users. You agree that you will maintain and promptly update your Client Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect such, we reserve the right to terminate your account and refuse any and all current or future use of the Site and/or the Application by you. You agree that you are authorized to provide your selected bank account details and use funds to contribute to charities and pay necessary processing fees to enable transactions through the Application. We are committed to your privacy, and our privacy policy (the “Privacy Policy”), the terms of which are incorporated herein, explains the policies put in place and used by us to protect your Client Information and your privacy as you visit and use the Site and/or Application and use our Services. You are solely responsible for maintaining the confidentiality of your member name and password. You are solely responsible for any activity that takes place on your account, and you agree to notify us immediately if you suspect or know of any unauthorized use of your member name, password, or account. The Company will not be responsible for any losses arising out of the unauthorized use of your account and you agree to indemnify and hold harmless the Company and its managing members, officers, equity holders, employees, partners, parents, subsidiaries, agents, affiliates, and licensors (collectively, “Affiliates”), as applicable, for any improper, unauthorized or illegal uses of your account and as otherwise set forth in these Terms of Use.


Registering to Use the “#Donate” Feature
The Goodworld #donate feature allows donors to donate to Goodworld #donate partner charities by To utilize the #donate feature you must register and create an account through your Facebook and/or Twitter platform login. By registering, you authorize us to access and use certain Facebook and Twitter login information, including but not limited to your Facebook and Twitter profile information. When you register, you must provide accurate, complete, and up-to-date information. If you don’t provide such information, we have the right to terminate your account. Goodworld may change or remove any account that it considers inappropriate or unlawful or unacceptable.

If you register and create an account with Goodworld, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that are taken in connection with your account. If someone else uses your account with your permission, actual, implied or apparent, then you are responsible for that use. You are also responsible for immediately notifying Goodworld about any unauthorized uses of your account or any other breaches of security. Goodworld will not be liable for any acts or omissions on your part, including any damages of any kind incurred as a result of such acts or omissions. Goodworld cannot and will not be liable for any loss or damage arising from your failure to comply with any of the above.


Making #Donate Donations
A Donor may instruct Goodworld and Goodworld will facilitate a donation between a registered Donor and a registered Goodworld #donate partner organization as follows:
• on Facebook: A Donor comments or otherwise posts “#donate” and a numerical USD amount anywhere on the registered Organization’s Facebook content (e.g. #donate 10);
• on Twitter: A Donor tweets or re-tweets “#donate” and includes a Goodworld #donate partner organization's Twitter handle (eg: “#donate $10 @organizationtwitterhandle”);
• on Twitter: Write the amount directly following “#donate $” in a tweet or re-tweet, (eg, “#donate $25 will instruct that $25 be donated); OR
• Write the amount directly following “#donate $” in a Donor's comment, post (eg, “#donate $25” or “#donate$25” will instruct that $25 be donated);
• If no dollar sign ($) appears in the Facebook comment or post or in the tweet or re-tweet, then that amount set at registration as the Donor's "Default" donation will be the amount of the donation that is processed.


Specific Terms for “Auctions” Feature and Bidding in Auctions
Conditions of Sale
The following Conditions of Sale and Terms of Guarantee, as amended by any posted notices or announcements during auctions and in addition to the Terms of Use for goodworldnow.com, are Goodworld, Inc. and the Item Donor’s entire agreement with the purchaser and any bidders relative to the property listed in this item. The Conditions of Sale, Terms of Guarantee, the glossary, if any, and all other contents of this item are subject to amendment by us by the posting of such amendments on the Goodworld website (www.goodworldnow.com). The property will be offered by us as agent for the Item Donor, unless the item indicates otherwise. By submitting your bid and/or participating in any item, you acknowledge that you are bound by these Conditions of Sale and Terms of Guarantee.

1. As is  All items are sold AS IS, WHERE IS with all faults without any representations or warranties by us or the Item Donor as to merchantability, fitness for a particular purpose, the correctness of the e-catalogue or other description of the physical condition, size, quality, rarity, important, medium, frame, provenance, exhibitions, literature, or historical relevance. No statement anywhere, whether oral or written, whether made in on goodworldnow.com, an advertisement, an item receipt, or elsewhere, shall be deemed such a warranty, representation or assumption of liability. We and the Item Donor make no representations and warranties, express or implied, as to whether the purchaser acquires any copyrights, including but not limited to, any reproduction rights in any property. We and the Item Donor are not responsible for errors and omissions on goodworldnow.com, glossary, or any supplemental material. Goodworld will not be responsible or liable for damage to frames and glass coverings, regardless of the cause. ALL SALES ARE FINAL.

2. Inspection  Prospective bidders should inspect the item page for an item before bidding to determine its condition, size, and whether or not it has been repaired or restored. If that information is not available on the site, prospective bidders assume the responsibility of contacting Goodworld to inquire for additional details. Each Bidder’s decision to bid and determination of their bid amount should be based upon their own examination of the item(s) in question. In any purchase or sale, the estimated value of the item(s) is reflected by the price. The bidder hereby assumes all risks of valuation concerning any and all purchases.

3. Withdrawal  We reserve the right to withdraw any item before, during and after the sale and shall have no liability whatsoever for such a withdrawal.

4. Bidding
A. Entering Bids  To bid, find an item page, enter a value in the bid box, and click “Bid.” If you click “Bid” on an item, you will be prompted to either log in to your Goodworld account, or create a new one if you do not have one already. Once you’ve created an account you will be presented with the item details and other terms provided by the Item Donor and/or Organization. These terms may include conditions of sale, standard shipping and redemption details. Any terms provided on an item page are provided by the Item Donor and/or the Organization, which supersede terms of the Goodworld platform and are made between you, the Item Donor and the Item Donor and/or Organization. If you agree with all the terms you may proceed with placing a bid on that item. All bids placed for any item are governed by the Conditions of Sale for that item. You may bid at or above the starting bid displayed as the “Current Bid” in an item’s page’s bid box. The current leading bid, along with a list of an item’s full or partial bidding history, will be visible to other users. If the status of your bid changes, you will receive notifications via email and push notification (if you have the Cheerful Giving App installed).

B. Cancellation Rights  As soon you place and confirm your bid amount, your bid is submitted. You accept and agree that bids submitted by you are final. Goodworld is not responsible or liable for any problems, delays, or other issues resulting from the use of the Internet, including but not limited to transmission, execution, or processing of Bids. Goodworld nor the Item Donor is responsible for any errors in bidding. A bidder should make certain to bid on the correct item. The Bidder should make sure the bid price they enter (including any taxes or fees) is the price they are willing and able to pay. Once the “hammer” has fallen and bidding is closed, and Goodworld has announced the winning Bidder, that Bidder is unconditionally bound to pay for that item, even if the Bidder has made an error. A bid(s) entered by mistake on the part of a bidder is NOT grounds for cancellation of that bid. Each bidder is responsible for his or her own account and bids. In addition, allowing access to another who enters a bid without your knowledge is NOT grounds for cancellation of a bid.

C. Fraudulent Bidding  All Bidders must be a qualified Goodworld registered donor to bid.  Any Bidder deemed not qualified by Goodworld may be disqualified by Goodworld for any reason and will not be awarded items. Such determination may be made by Goodworld in its sole discretion, at any time prior to, during, or even after the close of the Auction. Goodworld reserves the right to exclude any person from the auction. Bids will not be accepted from minor persons under eighteen (18) years of age without a parent’s written consent containing an acknowledgement of the conditions herein and indicating their agreement to be bound thereby on behalf of the bidder. If an entity places a bid, then the person executing the bid on behalf of the entity agrees to personally guarantee payment for any successful bid. Any bidder that represents a Purchaser is personally and individually responsible for any obligations of the Purchaser set forth in these terms and conditions. All Purchasers purchasing pursuant to a valid resale license will need to provide appropriate documentation for removal of state sales tax.

D. Winning & Disputes  The successful bidder is the highest bidder acknowledged by Goodworld. In the event of any dispute between bidders, or in the event of doubt on Goodworld’s part as to the validity of any bid, Goodworld will have final discretion either to determine the successful bidder or to re-offer and resell the item in question. If any dispute arises after the sale, Goodworld’s sale record is conclusive. While Goodworld makes every effort to guarantee accuracy, in the event of an error, and an item is accidentally declared sold by mistake, Goodworld reserves the right to cancel the sale and relist the item in its sole discretion. By accepting the Conditions of Sale, Bidder personally and unconditionally guarantees payment. Title to any item remains with the Item Donor, any secured party of the Item Donor, or assignee of Item Donor, as the case may be, until the item is paid for in full by the Bidder. Goodworld reserves the right to require payment in full before delivering any item to the successful bidder.

5. Max Bidding  A maximum bid is a secret amount you enter, that represents the maximum amount you are willing to bid. It is higher than the current price and also higher than the next allowable minimum bid amount. If you enter a maximum bid, we’ll bid on your behalf up to that maximum bid amount in response to other bids, according to Goodworld’s bidding tiers. The value and status of your maximum bid will be visible only to you, unless it is the leading bid. Goodworld strongly encourages the use of Max Bids to increase your chances of winning.

6. Extended Bidding  When an auction reaches the final 10 minutes before it closes, any bids received in that final 10 minutes push out the previous close time by an additional 10 minutes. This recurring 10 minute extension is known as “Extended Bidding,” and is signified by a banner above the auction timer on the item page. This dynamically extending period is designed to protect against a practice commonly known as “sniping” or “last second bidding” where bidders attempt to enter a quick bid in the final seconds of an auction to secure a win before competing bidders have a chance to counter.

7. Reserve Bids & Prices  A reserve bid is a bid placed by Goodworld on behalf of the seller up to the minimum reserve (if applicable). Bids placed by Goodworld on behalf of the seller up to the amount of the reserve, will be counted toward the total bid count displayed on the item page’s bid box.

8. Buyer’s Premium   A buyer’s premium is the additional charge on the auction final or “hammer” price or winning bid, which is paid by the winner. Buyer’s premiums on Goodworld range from 2.5%–10%, based on the final hammer price of the auction item. 10% up to $5K 7.5% up to $10K 5% up to $25K 2.5% at $25K+ Goodworld reserves the right to exclude any portion of the buyer’s premium for any given user or population of users at any time, to revoke said exclusions, and to change these calculations. 

9. Refunds  Refunds are rewarded on a case by case basis and at the sole discretion of Goodworld Inc. in consult with Organizations and Item Donors.

10. Redemptions  Items and Experiences auctioned on the Goodworld Platform go through a specific redemption process to coordinate details and complete. That process normally involves messaging and scheduling between all parties (i.e. winners, organizations, donors, venues). Details discussed include but are not limited to experience dates, arrival procedures, airfare, hotel accommodations, restrictions, will-call requirements, and any other on-site notes. Scheduling requires an initial request sent by the customer, and a follow up confirmation submitted by relevant redemption contacts. By using the Goodworld Platform to bid and win items, bidders agree to use the Redemption Center exclusively (where enabled) to message and schedule all experiences – doing so is a requirement of redeeming experiences through the Goodworld Platform. In addition, bidders agree that they are bound by all site terms of use and auction conditions of sale.

Donor Rights and Responsibilities
Donors who purchase items at a Goodworld-enabled charity auction may be entitled to claim a charitable contribution deduction for the excess of the purchase price paid for an item over its fair market value, as determined by the organization listing such items. Goodworld cannot attest to tax deductibility of such purchases or fair market value of such purchases. Donors who provide goods for a charity for the purposes of sale at a Goodworld enabled charity auction if the donor is entitled to claim a charitable deduction to the donor’s tax basis in the contribution of appreciated property to the charity that will later be sold.

NPO / Charity  Partner Rights and Responsibilities
1. Charitable Solicitation Licensing.  Many states have some form of charitable solicitation registration requirement for nonprofit organizations and professional fundraising firms. Certain states also may require disclosure of the organization’s licensed status on solicitation materials and acknowledgments to donors. Goodworld NPO partners are responsible for acquiring any license required by law, as well as conforming to state and federal laws that pertain to any auction, campaign or fundraising utilizing the Goodworld Platform. 
2. State Sales Tax.  Many states may require the charity to collect and remit sales taxes on the sale of goods in the same manner as for-profit enterprises, even if the state exempts nonprofits from paying sales tax when purchasing items. Goodworld NPO partners are solely responsible for such remittances as may be required by law.
3. Federal IRS Reporting Requirements. Charitable organizations may be required to file IRS forms regarding donations made to the nonprofit organization for the purpose of sale (such as, but not limited to,IRS Form 8282, Form 8283, or Form 1098-C). State law and Generally AcceptedAccounting Principles (GAAP) may require donated property be recognized as revenue and recorded at fair value at the time of receipt. Goodworld NPO partners are solely responsible for such disclosures and submissions as may be required by law.


Goodworld Platform and Licensing Fees
You expressly authorize Goodworld Inc. to collect applicable platform and licensing fees for carrying out its services. Licensing fees are accessed according to the subscription-based plans outlined at goodworldnow.com/pricing or by the pricing and terms negotiated under a separate software-licensing agreement. Platform fees are accessed based on a percentage of funds raised. When you enroll your organization in the Platform, you are agreeing to pay for the features associated with your selected plan as well as the platform fees associated with that plan. You agree and understand that Goodworld Inc. shall process agreed upon licensing and platform fees on a recurring, auto-renewal basis. Fees shall cover the use of licensed product for the month following payment. Payments will automatically recur unless a customized payment plan is negotiated in writing. You may terminate agreement at any time via email to support@goodworld.me; however, no refunds of platform fees will be paid for unused days in the month of receipt of cancellation request. For questions and requests, please email us at support@goodworld.me.


#Donate Specific Fees
From each #donate donation Goodworld normally deducts and collects (i) a “Platform Fee” in the amount of 4.8% from the amount stated by Donor, and (ii) a “Transaction Fee” in the amount that is charged to Goodworld by the Payment Processor (typically 2.2% of the donation amount plus $0.30 per transaction). The Transaction Fee collected may vary according to what rate is charged by the Payment Processor at the time of the transaction and the type of credit card that is used by Donor. By default, these fees are paid by the Organization and Goodworld remits the balance to Organization. (Eg: If Donor comments “#donate $20” on the XYZ Organization Facebook page, then Goodworld will remit $20- ((4.8+2.2%)20) -.30, or $18.30 to XYZ Organization.) Both Donor and Organization agree to the payment of these fees to Goodworld and the Payment Processor. The fees are in compensation for costs and for the benefit created by the publicity effect of Goodworld enabling Donor to donate directly on social media and share the information about the donation on social networks. For additional information on fees charged in the event Goodworld offers the option described in Section II(h), please see that section. If a donor chooses to donate in a currency different from that of the receiving organization, a conversion fee may be applied by the payment processor.


Admin Fees
You expressly authorize Goodworld Inc. and Cheerful, Inc. to collect applicable admin fees for carrying out their services. For Organizations who do not connect a Stripe account to receive payouts of funds, Cheerful Inc. will collect a 5% admin fee to carry out the work of administering a physical check and sending it to the address listed in the IRS database of the advised Organization. Admin fees are subject to change.


Power of Attorney
For as long as you are using the Goodworld Services, you give to Goodworld Inc. (“Attorney-in-Fact”) a limited power of attorney and appoint Goodworld Inc. as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to (a) use any credit cards in your name which you have provided to Goodworld and which you have selected to be used by the Goodworld Services, Site and/or Application; (b) make deposits and withdrawals from any banking, savings, or brokerage accounts in your name including certificates of deposit, which you have provided to Goodworld and which you have selected to be used by the Goodworld Services, Site and/or Application; (c) allow Goodworld’s employees or independent contractors to review the information you have provided to Goodworld for its assistance in legal, tax, bookkeeping, financial, and housekeeping matters; and (d) make contributions and/or charitable gifts on your behalf using processes deemed most appropriate by Goodworld, including but not limited to escrowing of funds meant for contribution and use of disbursement companies and payment gateways to deliver funds in a timely fashion, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the Goodworld Service, as fully to all intents and purposes as you might or could do in person. Once Goodworld has actual knowledge that you wish to cease using the Goodworld Service as provided in this Agreement or as otherwise permitted in this Agreement and has a reasonable opportunity to act on such knowledge, this limited power of attorney is automatically revoked; provided, however, that any act done by Goodworld in good faith before it has actual knowledge of termination by you shall be deemed to be authorized by you. To notify Goodworld that you wish to discontinue using the Goodworld Service, you may send us an email as provided in this Agreement.

This limited power of attorney is given in compliance with the requirements of 12 Del. C. $ 49A-101 et.seq.. This limited power of attorney is given primarily for a business or commercial purpose and is given to facilitate a specified transfer or disposition of one or more assets, whether real, personal, tangible or intangible in accordance with 12 Del. C. $ 49A-103(a)(1) and (7).

You hereby revoke all prior Powers of Attorney that you may have previously executed to the extent that they contradict or nullify powers granted in this agreement (except for those for health care matters) and you retain the right to amend or revoke this Power of Attorney and to substitute other attorneys in place of the Attorney-in-Fact appointed herein by closing your account with Goodworld and deleting the Application from your mobile device.

The authority of your Attorney-In-Fact shall terminate if you become disabled or incapacitated once you or your personal representative, as applicable, provides actual notice to Goodworld that this Power of Attorney is to be terminated. Notwithstanding the above, any act done by Goodworld in good faith before it has actual knowledge of your death or incapacity shall be deemed to be authorized by you.

This Power of Attorney shall be construed in accordance with the laws of the State of Delaware. The powers granted to the Attorney-in-Fact shall stay in effect for either the principal’s entire life or until revoked by the principal (whichever occurs first).

This Power of Attorney is effective immediately upon registration with the Goodworld Services, Site and/or Application. By using the Goodworld Services, Site and/or Application, you agree to all terms and that you have entered into this agreement with appropriate number of witnesses according to laws of the state in which you reside and/or use the Goodworld Services, Site and/or Application.

YOU ACKNOWLEDGE AND AGREE THAT WHEN CHEERFUL, INC. IS ACCESSING AND RETRIEVING INFORMATION FROM THE GOODWORLD SERVICES, SITE, AND/OR APP, CHEERFUL, INC. IS ACTING AS YOUR AGENT. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WHEN GOODWORLD MAKES WITHDRAWALS OR DEPOSITS FROM ANY BANKING ACCOUNT, SAVINGS ACCOUNT, BROKERAGE ACCOUNT, CREDIT CARD, DEBIT CARD OR OTHER SIMILAR ACCOUNT WHICH YOU HAVE PROVIDED TO GOODWORLD, CHEERFUL, INC. IS ACTING AS YOUR AGENT. YOU AGREE THAT CHEERFUL, INC., ITS AFFILIATES AND PARTNERS SHALL BE ENTITLED TO RELY UPON THE FOREGOING AUTHORIZATION, AGENCY AND POWER OF ATTORNEY GRANTED BY YOU.


Content and Materials
All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, algorithms, functionalities, features and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available on the Site or Application (collectively, “Content”) is owned, controlled or licensed by or to us, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. The Content, the Site and the Application are owned by the Company and its Affiliates, and/or their licensors and suppliers (which may include lessors, lessees, owners, sellers, buyers, agents, brokers, multiple listing services, builders, service providers, content providers, vendors, and others) (collectively, “Licensors and Suppliers”). Except as expressly provided in these Terms of Use, no part of the Site, the Application or the Content may be copied, reproduced, republished, posted, publicly displayed, translated, or distributed in any way. Subject to the limited rights to use the Site, the Application and Services pursuant to these Terms of Use, we retain all right, title, and interest in and to the Site, the Application and Services, including all related intellectual property contained therein. Certain features of the Services allow you to upload, post, publish, share, store, or manage data or visual content (“Materials”). By posting or publishing Materials, you represent and warrant to us that you have all the necessary rights to distribute such Materials to us, either because you are the author and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of such Materials. You hereby grant to us and our authorized personnel a worldwide, royalty-free, fully-aid, exclusive, transferable, and sublicensable (as necessary to perform the Services) license to copy, publicly perform, publicly display, publish, distribute, create derivative works of, and use Materials as we deem appropriate to perform the Services and in accordance with these Terms of Use. You acknowledge and agree that we will own all right, title, and interest in and to any Materials, content, or other works of authorship created by us or on our behalf and used in connection with the Services. All Materials are the sole responsibility of the person who originated such Materials whether publicly posted or privately transmitted. Any use or reliance on any Content or Materials of other users posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or Materials posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Materials that might be offensive, harmful, inaccurate or otherwise inappropriate.

Goodworld retains all rights and ownership of its Content for use. Organizations may have a worldwide license to Content on Goodworld’s Platform and promotional material, so long as the Organization is using it for the purpose of processing charitable transactions through Goodworld’s Platform and not another Platform or website. Any Organizations’ use or promotion of Goodworld’s Content that expressly directs the public toward any other third party payments processor (including the Organization’s own website) is in direct violation of this Agreement.


Copyright Policy
We respect the intellectual property of others and ask that users of our Site, Application and Services do the same. In connection with our Site, Application and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing Materials and for the termination, in appropriate circumstances, of users of our Site, Application and Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, Application and Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing Material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. $ 512(c)) must be provided to our designated copyright agent: (a) your physical or electronic signature; (b) identification of the copyrighted work(s) that you claim to have been infringed; (c) identification of the Materials on our services that you claim is infringing and that you request us to remove; (d) sufficient information to permit us to locate such Material; (e) your address, telephone number, and email address; (f) a statement that you, in good faith, believe that use of the objectionable Materials are not authorized by the copyright owner, its agent, or under the law; and (g) a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyrighted owner. Please note that, pursuant to 17 U.S.C. $ 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects to the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement. Our designated copyright agent can be contacted via email at copyright@cheerfulgiving.com.


Links to Other Sites
The Site, Application and Goodworld Services contain links to other independent third-party websites, and we provide links to third-party websites as part of the Goodworld Services (in all cases “Linked Sites”). We are not responsible for and do not endorse the content of such Linked Sites, including any products, information or materials contained on such Linked Sites. Some of the content served by us will be from merchant sites, and sales through these sites may generate a commission payable to us.


Permitted Donor Uses
Subject to the provisions in these Terms of Use, you may use the Site and Application for non-commercial purposes to: (i) learn about the Goodworld Services; (ii) learn about charities and (iii) enter into the Agreement; (iv) open an account to participate in the Goodworld Services by tracking contributions (v) select an Organization to receive a contribution or receive aggregate Round Ups each month; (vi) transfer money to a selected charity or selected charities on a recurring basis; (vii) use an escrow service to hold funds until scheduled transfers to disbursement company or until funds meant for a specific charity are equal to at least $250; (viii) use a third-party disbursement company to make a best-effort attempt to distribute contributions to your selected charity; (ix) access statements and confirmations regarding transactions in connection with disbursement to your selected charity; (x) access and print or download copies of the current version of these Terms of Use, the Agreements, and other documentation relating to the Goodworld Services; and (xi) make such other use of the Goodworld Services, Site and Application as we may expressly permit from time to time in furtherance of the objectives and growth of the Goodworld Services. Subject to these Terms of Use, we hereby grant you a personal, nontransferable, nonexclusive, non-sublicensable license to use the user interface of the Site, the Application and their respective Content and Services in accordance with these Terms of Use, and for no other purpose. All rights, title and interest in to the user interface and Content, including any software, on or through the Site and Application shall belong to us or our Licensors and Suppliers, including all modifications thereof and enhancements thereto. The Content and user interface made available from, on or through the Site or Application may not be copied, modified, republished, assigned, sold or distributed to you, nor may derivative works be prepared therefrom. The license granted to you pursuant to these Terms of Use is solely for your personal use (but not for resale or redistribution) as a user of the Goodworld Services, Site or Application and may not be used for any other purposes. You shall not reverse engineer, decompile, or otherwise translate, in any way, the Content and user interface made available from, on or through the Site or Application. You have no right or claim of right to the Content or any unique ideas found on the Goodworld Services, Site or Application. No ownership rights are granted to you hereunder and no title is transferred hereby.


Goodworld Donor Services
Goodworld authorizes its users to use our interactive platform to search, research, explore, and discover charities, to track and access your historical contributions (including one-time, recurring, and Round Up donations) made to selected charities, and to make financial contributions (via our third party payment gateway outside of the Application) to organizations listed on the Goodworld Platform. Commercially reasonable best efforts will be made to send your contributions to the charity you specify within the Goodworld Platform, and will be sent to a similar charity if contributions cannot be sent to your specific charity for any reason.

We are always working on new ways to improve our Services. We reserve the right to modify or change our Site, the Application or any of the Services, temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Site, the Application or any Services. You acknowledge and agree that we shall not be liable to you or any third party in the event that we exercise our right to modify, change or discontinue the Site, the Application or any Services.


Prohibited Uses
You may not use the Goodworld Site, Application or Services for any illegal or unlawful or malicious activities, or for activities that we deem improper for any reason whatsoever in our sole judgment, including, without limitation, the laundering of proceeds of any unlawful activity, the financing of terrorism, the commission of fraud or market manipulation, the harassing or making of disparaging comments to any user of the Goodworld Services, Site or Application. We reserve the right to take preventive or corrective actions to protect ourselves and our users. We reserve the right to disallow contributions to any charity if we determine the legality of their operations (as it relates to IRC 501(c)) is in question, their exempt status has been revoked, or if they will not accept contributions through the Goodworld Services. We make a good faith effort to only allow contributions to charities approved by the IRS and which maintain their status as a 501(c)(3) on a quarterly basis.  If an organization is no longer a 501(c)(3) or does not accept contributions, we will send the contributions to a similar organization that is eligible or use for charitable purposes aligned with the Cheerful, Inc. charter. Types of organizations to which we allow contributions are subject to change. Your use of the Site, the Application and Goodworld Services is conditioned in part on your compliance with the rules of conduct provided herein, and your failure to comply may result in termination of your access to and use of the Site, the Application and Goodworld Services and liability for damages caused by your noncompliance. In addition to the foregoing, while using the Site, the Application and Goodworld Services, you may not, except as may be expressly set forth above under “Permitted Uses” (a) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information; (b) defame, abuse, harass, stalk, intimidate, bully, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (c) access or use (or attempt to access or use) another user’s account without permission, or solicit another user’s login information; (d) transmit any software or materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature; (e) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, Application or Goodworld Services ; (f) “frame” or “mirror” any portion of the Site, Application or Goodworld Services ; (g) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site, Application or Services; (h) harvest or collect information about or from other users of the Site, Application or Services; (i) use the Site, Application or Goodworld Services for any illegal activity; (j) probe, scan or test the vulnerability of the Goodworld Services, Site or Application, or breach the security or authentication measures on the Goodworld Services, Site or Application or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Goodworld Services, Site or Application, including without limitation a denial of service attack; (k) send or otherwise post unauthorized commercial communications (such as spam); (l) engage in unlawful multi-level marketing, such as a pyramid scheme; (m) post content that is hateful, threatening or pornographic, incites violence, or contains nudity or graphic or gratuitous violence; (n) access or use any portion of the Content if you are a direct or indirect competitor of the Company, or provide, disclose or transmit any portion of the Content to any direct or indirect competitor of the Company; (o) use or distribute any Content, including Content that has been verified or confirmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product; or (p) facilitate or encourage any violations of this Section. Outside of charitable rewards provided to donors and Organizations for the purpose of encouraging generosity, the Goodworld Platform shall not be used for quid pro quo arrangements whereby goods and/or services are provided in consideration of charitable gifts.


Content Posted On Other Websites
Goodworld has not reviewed, and cannot review, all of the material made available through webpages to which Goodworld.me links, and that link to Goodworld.me. Goodworld does not, and cannot, have any control over websites and webpages except for Goodworld.me, and as such is not responsible for their contents or their use. By linking to a non-Goodworld website or webpage, Goodworld does not represent or imply that it endorses such websites or webpages or the person or organization that controls that website or webpage. When accessing such websites or webpages, you are responsible for taking precautions necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Goodworld disclaims any responsibility for harm resulting from your use of non-Goodworld websites and webpages. Nothing in these Terms of Service modifies the Terms of Service of Facebook, Twitter, or any other platform.


Your Warranties
The Goodworld Services are provided on an “as is” and “as available” basis, without any representation or warranty, whether express, implied or statutory. Goodworld specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. Goodworld does not guarantee continuous, uninterrupted, or secure access to any part of the Goodworld Services, and operation of the Goodworld Services may be interfered with by numerous factors outside of our control. Goodworld will make reasonable efforts to ensure the timely processing of the Goodworld Services, but Goodworld makes no representations or warranties regarding the amount of time needed to complete processing because the Goodworld Services are dependent upon many factors outside of our control, such as delays in the banking system, internet, mobile devices, electronic communications, and disbursement systems. We are not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the Site, the Application or Services will be operable at all times. We reserve the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, Application and Goodworld Services, or any portion of the Site, Application or Goodworld Services, (2) to modify or change the Site, Application or Goodworld Services, or any portion of the Site, Application or Goodworld Services, and any applicable policies or terms (except as described in the Privacy Policy); and (3) to interrupt the operation of the Site, Application and/or provision of Goodworld Services, or any portion of the Site, Application or Goodworld Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Your reliance upon the information available on the Site or Application or located through utilization of the Goodworld Services and your interactions with third users identified through the Goodworld Services is solely at your own risk. Your interactions with other users or advertisers, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other person or entity, and you agree that we will not be responsible for any loss or damages incurred as the result of any such dealing or with respect to any other person’s or entity’s use or disclosure of your personally identifiable information. If there is a dispute between you and any third party, we are under no obligation to become involved, and you agree that you will manage any such dispute or disagreement directly, and that you will not make any claims against us with respect to products or services purchased through your use of the Goodworld Services.


Limitation of Remedies
In no event shall the company be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages or any damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Site, the Application or related Services, the provision of or failure to provide the Goodworld Services, or for any content, software, products and services made available or obtained through the Site, the Application, or their respective content, or otherwise arising out of the use or access of the Site, use of the Application or use of the Goodworld Services, whether based on contract, tort, negligence, strict liability or otherwise, even if the company has been advised of the possibility of damages, any services or content made available or obtained through the use of the Site or the Application, and all other use of the Site or Application, is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results therefrom.

If you are dissatisfied with any portion of the Site, the Application or their respective content, or with any of these terms of use, your sole and exclusive remedy is to discontinue using the Site and uninstall the Application.


Indemnification
You agree to indemnify and hold Goodworld, its affiliates, Service Providers, and each other their respective officers, directors, agents, joint venturers, employees, independent contractors and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees, or penalties imposed by any regulatory authority) arising out of or related to: (a) your breach of this Agreement, (b) your use of the Goodworld Services, or (c) your violation of any law, rule or regulation, or the rights of any third party.

These Terms of Use are governed by the laws of the State of Delaware without regard to conflicts of laws and principles. Access or use of the Site and/or Application is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. Goodworld’s performance under these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Site and/or Application or information provided to or gathered by us with respect to such use.

The term of these Terms of Use will continue for as long as we allow you access to and use of the Goodworld Services. Sections titled “Power of Attorney,” “Processing Fee,” “Content and Materials”, “Warranties, Disclaimers and Limitations of Liability,” “Applicable Law and Jurisdiction,” “Interpretation,” and “Indemnification,” and this Section shall survive any termination or expiration of these Terms of Use.

We prefer that you contact us by email at support@goodworld.me


Copyright Infringement and DMCA Policy
As Goodworld asks others to respect its intellectual property rights, it respects the intellectual property rights of others.

If you believe that material located on or linked to by Goodworld.me violates your intellectual property rights, you (or your agent) may send Goodworld a notice, under the Digital Millennium Copyright Act (DMCA), requesting that we remove the material or block access to it.

If you believe, in good faith, that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Goodworld a counter-notice. Notices and counter-notices must comply with the statutory requirements imposed by Section 512(c) of the DMCA and all other applicable laws.

Notices and counter-notices must comply with the statutory requirements imposed by Section 512(c) of the DMCA and all other applicable laws. For additional information regarding the provisions of the DMCA, please visit http://www.copyright.gov.

We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. Goodworld is not required to provide a reason for removal of Content. In appropriate circumstances, Goodworld may also terminate an individual or entities account if the individual or entity is determined to be a repeat infringer. Our designated copyright agent for notices and counter-notices of alleged copyright infringement appearing on the Website is: Goodworld, Inc. Attn: Copyright 1133 15th Street, Washington, DC 20005.


Intellectual Property
This Agreement does not transfer from Goodworld to you any Goodworld or third-party intellectual property, and all rights, title, and interest in and to such property will remain (as between the parties) solely with Goodworld. Goodworld, Goodworldnow.com, the Goodworld logo, and all other trademarks, service marks, graphics, and logos used in connection with the Website are trademarks or registered trademarks of Goodworld. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third-parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Goodworld or third-party trademarks.

Any feedback, comments, or suggestions you may provide regarding Goodworld or the Website is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you. Goodworld and any registered Organization each agree to and hereby grant each other a no-fee license for the unrestricted use of the other’s logos, trademarks, social media posts, trade names and any other identifying names or symbols, for use on their respective websites for the purpose of identifying the relationship between Goodworld and such Organization and for reciprocal and mutually agreed upon promotion.


Changes to this Agreement
Goodworld reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Continued use of or access to the Website following any changes to this Agreement constitutes your acceptance of those changes. Goodworld will give ten days notice by posting amendments ten days before the effective date to these Terms of Use. Previous versions of these Terms of Use are available if you request them at support@goodworld.me

Goodworld may, in the future, offer new services and/or features through the Website (including, the release of new tools and resources), and such features and/or services shall be subject to the terms and conditions of these Terms of Use.


Termination of this Agreement
This Agreement will continue to be in force until terminated by either you or Goodworld as follows:
• Goodworld may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.
• If you wish to terminate this Agreement or your Goodworld account, you may simply discontinue using the Website. You may also terminate your Goodworld account by emailing Goodworld from the email address that you used to set up the account requesting that your account be terminated.

All provisions of this Agreement, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. Nothing in this Agreement shall affect Goodworld’s rights to change, limit, or stop the provision of content, services, and products without prior notice, as provided above.


Miscellaneous
This Agreement constitutes the entire agreement between Goodworld and you concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorized executive of Goodworld, or by the posting by Goodworld of revisions to or up-dated versions of this Agreement.

Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought by Goodworld in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Washington, D.C., in the English language, and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to attorneys’ costs and fees. Neither party may file an action in arbitration or otherwise until the complaining party has given a written statement of its claim or complaint to the other party, and the parties have attempted to resolve the matter by good faith discussions within twenty days after the receipt of such notice.

If any part of this Agreement is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining portions will remain in full force and effect.

A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assignees.