Terms

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CHARHUB, LLC                              

 

CharHub, LLC (“Charhub,” “we,” “us,” “our,” “The Charity Hub”, or the “Company”) welcomes you (“you”, “your” in reference to “User” as defined below).  We invite you to access and use our online services (the “Services”), which are made available to you through a variety of platforms, including http://www.charhub.org (the “Website” and collectively with any such other platforms (the “Platform”).

We provide our Services to Visitors and Registered Users (as defined below) subject to the following Terms & Conditions, which may be updated by us from time to time with or without notice to you, the public.  By browsing the public areas of the Platform, or by accessing and using the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms & Conditions and our Policies, which is hereby incorporated by reference (collectively, this “Agreement”).  If you do not agree to any of these terms, then please do not use the Services.

Capitalized terms not defined in these Terms & Conditions shall have the meaning set forth in our Policy.

1.         DESCRIPTION AND USE OF SERVICES

Charhub helps contributors easily locate tax-exempt charitable organizations through access of our network and Services, and enables these charities to quickly create crowdfunding/fundraising campaigns for the purpose of their cause.

We provide Visitors, Registered Users, and Charity Representative Users with access to the Services as described in this Agreement.

Visitors.  Visitors, as the term implies, are people who don’t register with us, but want to browse our Website and see what the Services are all about.  No login is required for Visitors.  Visitors can: (a) view all publicly-available content; (b) access and/or submit content to certain third-party applications (for example, social media sharing) (the “Third-Party Applications”); (c) contact us for customer support via e-mail; (d) communicate directly with Charity Representative Users; and (e) register to create an account to contribute to charities, and create charity profiles where applicable.

Registered Users (“Contributors”).  Login is required for all Registered Users, who can do all the things that Visitors can do, and: (a) let others know what charities are of interest to them; (b) contribute to the charities of their choosing; (c) submit testimonials and reviews of their experience in using the Services; (d) communicate directly with Charity Representative Users; (e) update their accounts; and (f) sign up for Charhub’s newsletter, alerts, and other notifications.

Charity Representative Users (“Project Creator”).  Each charity is permitted to designate an official representative to manage its Charhub profile, who can do all the things that Registered Users can do, and: (a) update basic information about the applicable charity; (b) create updates on the charity’s page about its current events, causes, and fundraisers; and (c) create multiple campaigns under the name of their charity to feature certain events or needs.  For purposes of this Agreement, unless otherwise herein stated, the term “Registered User” or “User” shall hereby include Charity Representative Users.

By using the Company’s Services, Users certify that all information they submit is factual and lawful; and it is understood that it is the sole responsibility of the User to present themselves honestly and without misrepresentation; CharHub, LLC, and its administrators, affiliates, owners, employees, associates, and heirs (collectively, “We” and “Our”), are not responsible for any User misconduct, unlawful submissions, or misrepresentation, known or unknown.

It is understood that in using the Company’s Services Charhub is under no obligation to accept any individual or organization as a Registered User, and may accept or reject any registration in its sole and complete discretion.  In addition, Charhub may deactivate any account, campaign, project, membership, or subscription, at any time and for any reason, with or without prior notice to the User, including, without limitation, if it determines that a Registered User has violated this Agreement.

Use of Third Party Applications. Use of Third Party Applications including, but not limited to, any brand of social media, and/or any other non-Company affiliated brand, network, or service, is at the sole discretion of the User and relieves CharHub, LLC, and its administrators, affiliates, owners, employees, associates, and heirs, of any responsibility associated with their use.

CHARITABLE GIVING: The campaigns/projects (“Projects”) featured on the Platform are screened and verified to the best of our ability to be made by charitable and tax-exempt organizations to which you can make tax-deductible charitable contributions. However, we cannot guarantee the full authenticity of these organizations as being nonprofit or tax-exempt as defined by law and we are not liable for any misrepresentation or misinformation submitted by these Users, or the misappropriation or peculation of funds before, during, or after they are contributed to them through use of Charhub’s Services or Platform. It is the sole responsibility of all Users to verify the authenticity of the Charity Representative Users, and Projects, prior to contributing to them. It is the sole responsibility of the Users to not only verify the receiver of their contributions (“Donations”), but also to report to Charhub any suspected misuse or misinformation found on the Platform or within the Services by way of emailing us at support@charhub.org. In addition to the Services described above, Charhub permits Contributors to donate directly to certain charitable organizations (“Charities”, “Charity”) through the Projects, Platform, and Services; it is advisable that Users ask the Charity to send them a receipt of this transaction as a proof of charitable contribution, in addition to the receipt they will receive by default from their provider; but is not mandatory for a Charity to do this. Any donation a User makes to a Charity through the Platform will be subject to a Services fee as described in our Pricing Policy. You understand and acknowledge, however, that CharHub, LLC is not a charity or nonprofit organization.

THE SERVICES ARE A PLATFORM; WE ARE NOT A FINANCIAL INSTITUTION, CREDITOR, BROKER, OR CHARITABLE INSTITUTION: The Services are an administrative platform only. CharHub, LLC facilitates the Donation transaction between Charities, Users, and Contributors, but is not a party to any agreement between Users. CharHub, LLC is not a broker, agent, financial institution, creditor or insurer for any User. Charhub has no control over the conduct of, or any information provided by, a User or a Charity, and CharHub, LLC hereby disclaims all liability in this regard to the fullest extent permitted by applicable law.

Charhub does not guarantee that a Project, Charity, or User will obtain a certain amount of Donations, or even any at all. We do not personally endorse any Project, User, or Charity, and we make no guarantee, explicit or implied, that any information provided through the Services by a User is accurate. We expressly disclaim any liability or responsibility for the success of any Project or User, or the outcome of any fundraising purpose. You, as a User, must make the final determination as to the value and appropriateness of contributing to any Project, User, or Charity; and conduct all transactions with other Users responsibly.

We do not and cannot verify the information that Users supply, nor do we guarantee that the Donations will be used in accordance with any fundraising purpose prescribed by a Project, Charity, or User. We assume no responsibility to verify whether the Donations are used in accordance with any applicable laws; such responsibility rests solely with the Users, as applicable. While we have no obligation to verify that the use of any funds raised is in accordance with applicable law and these Terms & Conditions, we take possible fraudulent activity and the misuse of funds raised very seriously. You can learn more about our Fraud Policy within our Policies. If you have reason to believe that a User falsifying information, or is not raising or using the funds for their stated purpose, please email us at support@charhub.org to alert our team of this potential issue and we will investigate.

You, as a User, represent, warrant, and covenant that (i) all information you provide in connection with a Project is accurate, complete, and not otherwise designed to mislead, defraud, or deceive any user; (ii) all Donations contributed to your Project will be used solely as described in the materials that you post; (iii) you will comply with your jurisdiction’s applicable laws and regulations when you solicit funds, particularly, but not limited to, laws relating to your marketing and solicitation for your Project; and (iv) 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 CharHub, LLC, and CharHub, LLC reserves the right to, provide information relating to your Project with Contributors, Users, and beneficiaries of your Project, and with law enforcement or to assist in any investigation.

  1. COMMUNITY GUIDELINES

Charhub’s community (the “Community”), like any community, functions best when its users follow a few simple rules.  By accessing and/or using the Services, you agree to comply with these community rules, including when you access Third-Party Applications through the Platform, and that:

  • You will not use the Services for any unlawful purpose;
  • You will not upload, post, e-mail, transmit, or otherwise make available any content that:
    • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
    • is defamatory, libelous, knowingly false, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
    • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
  • You will not “stalk,” threaten, or otherwise harass another;
  • You will be courteous, and respectful, understanding that showing respect to others makes the community better for all members;
  • You will not spam or use the Services to engage in any solicitations not in keeping with Charhub’s guidelines;
  • You will not impersonate any person, charity, entity, or organization; or falsely state or otherwise misrepresent your affiliation with a person, charity, entity, or organization;
  • You will not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Services; and
  • You will let us know about inappropriate content.  If you find something that violates our community guidelines, let us know, and we’ll review it (provided, however, that Charhub may not be able to and shall not be required to monitor or remove any content submitted through a Third-Party Application).

We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, with or without notice, and to remove any content that does not adhere to these guidelines.

  1. RESTRICTIONS

The Services are available for individuals aged 13 years or older.  If you are 13 or older, but under the age of 18, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.

To ensure compliance with the policies of the Platform’s governing payment gateways certain limitations are currently enforced, including, but not limited to, (a) Contributors may not transfer more than $2,000 per transaction/checkout; (b) No more than 4 payments per contributor can be made for the same project; (c) Project Creators are bound to a project duration of 90 days or less; (d) Each Project Creator can create a maximum of 4 projects annually; (e) Project rewards/incentives must be free of cost; and (f) Each Project Creator cannot have more than 2 active projects at any given time.

All 202 countries listed with PayPal Global may be accepted as Users. Unacceptable countries would include Ghana, Turkey, Pakistan, Iraq, Afghanistan, in addition to the countries embargoed and/or on the US economic sanction list. All nonprofit organizations will be assessed for compliance with Charhub’s Policies, Terms, and restrictions; and may be denied use of the Services if found noncompliant. Users are not guaranteed membership, access, or use of the Services and are subject to scrutiny by the Company prior to use of the Services.

  1. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS

During the registration process for Registered Users, we will ask you to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”).  When creating your account, you must provide true, accurate, current, and complete information.  Each Sign-In Name and corresponding Password can be used by only one Registered User.  You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Services using one or more of them.  You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier.  We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason.  Charhub will not be liable for any loss or damage caused by any unauthorized use of your account.

  1. INTELLECTUAL PROPERTY

The Services contain material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Charhub (collectively referred to as the “Content”).  The Content may be owned by us or by third parties.  The Content is protected under both United States and foreign laws.  Unauthorized use of the Content may violate copyright, trademark, and other laws.  You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement.  No other use is permitted without prior written consent from us.  You must retain all copyright and other proprietary notices contained in the original Content.  You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.  The use or posting of the Content on any other website, other than through the Third-Party Applications, or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Charhub (“Charhub Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Charhub.  Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the Charhub Trademarks, the “Trademarks”).  Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.  All goodwill generated from the use of Charhub Trademarks inures to our benefit.

Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors.  None of the Content may be retransmitted without our express, written consent for each and every instance.

  1. USER SUBMISSIONS; LICENSES

As noted above, the Services provide Visitors and Registered Users the ability to post and upload user content (“User Content”).  You expressly acknowledge and agree that once you permit your User Content to be viewed by others, it will be accessible and viewable by them.

You retain all copyrights and other intellectual property rights in and to your own User Content.  You do, however, hereby grant us a non-exclusive, royalty-free, perpetual, transferable, sublicensable license to modify, compile, combine with other content and data, copy, record, synchronize, format, and index your User Content and display, perform, commercialize, and make it available to others in all media now known or hereafter devised, including, without limitation, through the Platform.

If you submit User Content to us, each such submission constitutes a representation and warranty to CharHub, LLC that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph, and that it and its use by CharHub, LLC does not and will not violate our community guidelines.

  1. COMMUNICATIONS WITH US

Although we encourage you to contact us, we do not want you to, and you should not, send us any content that contains confidential information.  With respect to all communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without any payment or obligation to you. As a User of the Services and Platform you hereby understand that all content within your communications is your sole responsibility to be kept free of any and all confidential information; and you acknowledge and accept this Policy (“Policy” as outline within our Privacy Policy) as part of the Company’s guidelines and regulations; and you confirm that all communicated content is valid, lawful, within the rights of your ownership or guardianship, and without discrepancy.

  1. NO WARRANTIES; LIMITATION OF LIABILITY

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE CONTENT (INCLUDING, WITHOUT LIMITATION, ANY CAMPAIGNS, PROJECTS, USER PROFILES, ACCOUNTS, MEMBERSHIPS, SUBSCRIPTIONS, REVIEWS, RATINGS, OR FINANCIAL DATA), OR THE USER CONTENT.  WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SERVICES FROM WHATEVER CAUSE.  YOU AGREE, AND UNDERSTAND, THAT YOU USE THE CONTENT, SERVICES, PLATFORM, THIRD PARTY APPLICATIONS, AND THE USER CONTENT, AT YOUR OWN RISK; AND RELEASE CHARHUB, LLC, AND ITS ASSOCIATES, AFFILIATES, EMPLOYEES, OWNERS, AND HEIRS, NOW AND HENCEFORTH, OF ANY AND ALL LIABILITY OUTLINED WITHIN THESE TERMS & CONDITIONS, IN THEIR ENTIRETY; AND UNDERSTAND THAT CHARHUB, LLC IS NOT RESPONSIBLE FOR ANY DAMAGES INCURRED AS A RESULT OF USING THE CONTENT, SERVICES, PLATFORM, THIRD PARTY APPLICATIONS, AND THE USER CONTENT.

WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES, ITS SERVERS, ITS CONTENT, OR THE USER CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.  IF YOUR USE OF THE CONTENT, THE USER CONTENT, OR THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.

THE CONTENT, THE USER CONTENT, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.  WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE, INABILITY TO USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF ANY CONTENT, USER CONTENT, OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.  IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR OTHER ERRORS CONTAINED WITHIN THE SERVICES, AGREEMENT, OR PLATFORM.  WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICES AT ANY TIME WITHOUT NOTICE.

WE ARE NOT RESPONSIBLE FOR ANY CONTENT SUBMITTED BY OUR USERS; NOR ARE WE LIABLE FOR ANY FRAUDULENT OR UNLAWFUL USE OF USER FUNDS AS RESULT OF USING OUR SERVICES; NOR ARE WE RESPONSIBLE OR LIABLE FOR THE ACCURACY OR INACCURACY OF USER CONTENT; NOR THE MORAL OR ETHICAL REPRESENTATION OF SUCH CONTENT.

ALTHOUGH USERS MAY BE ABLE TO MAKE TAX-DEDUCTIBLE CONTRIBUTIONS THROUGH USE OF OUR SERVICES, AND VARIOUS STATEMENTS MAY BE MADE TO THAT EFFECT ON OUR PLATFORMS, MARKETING, AND/OR ADVERTISING, WE DO NOT CLAIM KNOWLEDGE OF TAX LAW NOR DO WE OFFER ANY SUCH GOVERNING ADVICE TO OUR USERS THAT MAY AFFECT OR GUIDE THEIR TAX RECORDS AND/OR SPENDING PRACTICES. BY USING CHARHUB’S SERVICES USERS ACKNOWLEDGE THAT THEY ARE SOLELY RESPONSIBLE FOR FOLLOWING ALL STATE AND FEDERAL LAWS REGARDING TAXES AND PROPER USE OF FUNDS. WE CANNOT BE HELD RESPONSIBLE FOR ANY UNLAWFUL CONDUCT, KNOWN OR UNKNOWN, PUT FORTH BY OUR USERS THROUGH USE OF OUR SERVICES, OR OTHERWISE.

  1. EXTERNAL SITES

The Services may contain links to third-party websites (“External Sites”).  These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites.  The content of such External Sites is developed and provided by others.  Users should contact the site administrator or webmaster for those External Sites if there are any concerns regarding such links or any content located on such External Sites.  We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites.  You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  Users deciding to access linked External Sites, understand that they do so at their own risk.

  1. REPRESENTATIONS; WARRANTIES; AND INDEMNIFICATION

(a)        You hereby represent, warrant, and covenant that:

  • You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
  • Use of your User Content in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
  • You shall not submit to the Services any User Content that violates our community guidelines set forth above.

(b)        You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your access to, use, or misuse of the Content, the User Content, or the Services, and (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right.  We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding.  We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

  1. COMPLIANCE WITH APPLICABLE LAWS

The Services are based in the United States.  We make no claims concerning whether the Content and/or the User Content may be downloaded, viewed, or be appropriate for use outside of the United States.  If you access the Services, the Content, or the User Content from outside of the United States, you do so at your own risk.  Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

  1. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services, at any time and for any reason with or without prior notice or liability.  We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.

  1. DIGITAL MILLENNIUM COPYRIGHT ACT

CharHub, LLC respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

CharHub, LLC
Attention: BMI
4845 Fenner Rd.
Troy, OH 45373

If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

  1. MISCELLANEOUS

This Agreement is governed by the internal substantive laws of the State of Ohio, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of Ohio; and (ii) that the Services shall be deemed passive that do not give rise to personal jurisdiction over CharHub, LLC, either specific or general, in jurisdictions other than Ohio.  YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.  If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect:  “Intellectual Property,” “User Submissions; Licenses,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Representations; Warranties; and Indemnification,” “Termination of the Agreement,” and “Miscellaneous.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement.  No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.  Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.  The section headings are provided merely for convenience and shall not be given any legal import.  This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.