Visitor Agreement

Date of Last Amendment: October 7, 2011

Important: Read the entire agreement.

This agreement applies to all unregistered visitors to the classy.org website.

By visiting or using the classy.org website you signify that you have read, and accept, the following agreement. You will be contractually bound by the terms contained herin.

This agreement, including any terms referenced herin, may be amended from time to time. Changes to this agreement will only apply prospectively. A given amendment will not apply to claims arising before, or arising from facts occuring before, the point in time when that amendment was published to the classy.org website.

It is your responsibility, and your responsibility alone, to regularly check the terms of this agreement to see if revisions have been made. The date of the last amendment made to this agreement will be posted at the top of this page. Your continuing visits to the classy.org website will constitute your acceptance of any changes that have been made to this agreement. If you do not wish to accept any changes made to this agreement, you may discontinue your visits to the classy.org website at any time.

Preliminary

Parties - This is an Agreement by and between Classy Inc. ("Classy"), a California corporation, and you, the party, accessing or using the classy.org website (the "Visitor").

Visitor - By visiting/using the classy.org website, or any subdomains thereof, (collectively the "Website"), Visitor represents and warrants that (1) Visitor is age EIGHTEEN or older, or Visitor is age THIRTEEN or older and has the consent of Visitor's legal guardian to visit/use the Website, and (2) Visitor has the legal authority to enter into this Agreement.

Consideration - Classy grants the Visitor a nonexclusive, nontransferable, nonsublicensable, revocable, limited license to access and use (but not to copy, reproduce, alter, or profit from in any way) the public portions of the Website (those portions not requiring registration); in exchange the Visitor agrees to be legally bound by all the terms and conditions contained herein.

Term of Agreement - This Agreement will continue in force between Classy and the Visitor for as long as the Visitor visits, or continues to visit, the Website. If the Visitor wishes to end the term of this Agreement, then the Visitor's sole remedy shall be to discontinue visiting the Website.

Notice of Changes to this Agreement - Classy reserves the right to amend, modify, or change the terms of this Agreement from time to time. As detailed above, such changes will only apply prospectively. Visitor acknowledges, understands, and agrees that notice of any changes made to this Agreement shall be given solely by way of publication of the "Date of Last Amendment" at the top of this page.

International Visitors - In addition to the foregoing, Visitors from countries outside the U.S. (i) consent to having their data transferred to and processed in the United States and (ii) represent, warrant, and irrevocably covenant that they will not engage in any financial activity on the Website if they are either a resident of a country embargoed by the United States or listed on the U.S. Treasury Department's list of Specially Designated Nationals.

Privacy - By accessing the Website Visitor agrees to the Classy Privacy Policy, which may be viewed by clicking here. Visitor agrees to the use of Visitor's data by any member-charity, event-host, or person with a fundraising page that Visitor makes a donation to, or purchase from, in accordance with that party's policies.

Standards of Conduct - By visiting the Website Visitor agrees to the Classy Standards of Conduct, which may be viewed by clicking here.

Intellectual Property

Classy's Intellectual Property - Notwithstanding the above-granted limited license, the Visitor understands that all web content, graphics, software and the like that Visitor gains access to on the Website remain the sole property of Classy. The Visitor acknowledges that it has no right, title, or interest in Classy's intellectual property. All goodwill accruing from the use of Classy's intellectual property shall inure to the benefit of Classy alone.

Visitor's Intellectual Property - By posting, transmitting, or uploading content to the Website Visitor grants Classy a non-exclusive, worldwide, transferrable, irrevocable, royalty-free, license, to reproduce, publicly display, publicly perform, publish, store, transmit and modify (create derivative works from) such content for use in connection with the operation of the Website; such use may include the display or reproduction of the Visitor's content by Classy affiliates or partners. Visitor agrees that unless the Visitor specifically requests anonymity, the fact and amount of any donation or purchase made by the Visitor may be shared through the Website's various activity feeds. By posting, transmitting, or uploading content to the Website, Visitor represents and warrants that Visitor has legal authority to grant the above-described license to Classy.

Financial Transactions

Agency - Visitor understands that Classy acts as the agent of its member-charities for the limited purpose of receiving donations for, and periodically remitting donations to, such member- charities. As used here, "donation" includes money from ticket sales.

Donation and Ticketing Fees - Classy charges a fee for donations made to Classy member charities or for tickets purchased through the Website. The fees are as follows:

Individual ticket sale or donation totaling $5.00 or less:

$0.50

Individual ticket sale or donation totaling more that $5.00:

5.5% of the donation/ticket amount, and

An additional 1% added on for international donations or donations made with an American Express card.

Note:
The 5.5% fee includes a 3% Classy fee and a 2.5% fee to cover standard credit card processing costs. For tickets, fees are applied to each ticket individually even if several tickets are purchased in the same transaction.

Ticket Sale Refunds - It is the sole responsibility of the host of a given event to communicate a refund policy to ticket purchasers. It is also the sole responsibility of the event host to address and settle any consumer requests for ticket sale refunds. Visitor agrees that it will bring any refund claims directly against the host of the event at issue and never against Classy.

Allocation of Risk

Responsibility for Events - The Visitor agrees that Classy shall HAVE NO RESPONSIBILITY FOR ANY EVENTS BEING ADVERTISED FOR ON THE WEBSITE. ALL RESPONSIBILTY FOR THESE EVENTS, INCLUDING THEIR ADMINISTRATION, RESTS WITH THE PARTY PLANNING, AND HOSTING, THE EVENT. The Visitor agrees to pursue any and all claims related to the inadequacy of an event, including an event's complete non-occurrence, against the party responsible for hosting the event and not against Classy itself. Classy neither warrants nor represents anything at all about the persons, or other parties, that may choose to advertise events through the Website, including such persons', or parties', ability to complete a given transaction. Likewise, Classy neither warrants nor represents anything about the administration, quality, legality, or safety of events advertised through the Website.

Indemnification - The Visitor agrees to indemnify and hold harmless Classy, its successors or assigns, and all Classy's officers, directors, employees, agents, independent contractors, and all Classy affiliates for all costs (including attorney's fees) from third party claims arising out of, or relating to, the Visitor's breach of this Agreement.

Waiver of Warranties - Classy disclaims all warranties, express or implied, concerning the Website to the fullest extent allowed by law (which may vary by jurisdiction). This waiver includes, but is not limited to, all warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of information. Classy makes no warranty about the safety or security of the Website, and Visitor accepts all risk related to technological threats. Classy makes no warranties concerning continuity of service; interruptions of indeterminable length may occur for any number of reasons and Visitor assumes all risk attendant with such interruptions. Classy only offers the Website "AS IS" and "WITH ALL FAULTS."

Liability Release - In exchange for access to and use of the Website, the Visitor agrees to release Classy, its officers, directors, employees and agents (the "Releasees") from ALL LIABILITY, DAMAGES (INCLUDING DEATH OR PERSONAL INJURY), LOSSES, OR CLAIMS OF ANY KIND WHICH MAY ARISE FROM THE VISITOR'S USE OF THE WEBSITE, OR THE VISITOR'S INTERACTION, OF ANY TYPE OR DEGREE, WITH THIRD PARTIES APPEARING ON THE WEBSITE. THIS RELEASE WILL APPLY EVEN IF SUCH LIABILITY, DAMAGE, LOSS, OR CLAIM IS CAUSED BY, OR CONTRIBUTED TO BY, THE NEGLIGENCE OF ONE OR MORE OF THE RELEASEES.

Visitor expressly waives all rights Visitor may have under California Civil Code 1542 which states: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

Limitation of Liability - To the extent that Visitor may have a claim not covered by the above release, Visitor understands and agrees that Classy and the other Releasees' aggregate liability to Visitor for any damage alleged to be suffered by Visitor in connection with Visitor's use of the Website, shall not exceed the greater of one hundred U.S. dollars or the total amount the Visitor has paid to Classy in the year preceding the date of the claimed violation. Classy and the other Releasees will not be liable to the Visitor for any consequential, special, indirect or incidental damages (including lost profits), even if they have been informed of the possibility of such damages, arising out of or in connection with breach of this Agreement or the Visitor's use of the Website. Applicable law may not allow for the above limitations or exclusions, so they may not apply to every Visitor; in such a case, Classy and the other Releasees' liability will be limited to the fullest extent allowed by applicable law.

Nonprofits - Classy makes no warranties about the legitimacy of the nonprofits reachable through the Website. Classy makes no warranties concerning the potential tax-deductibility of any financial transactions Visitor might make on the Website. Although Classy may characterize a given transaction as a "donation" or "charitable gift," or use another like term, this should not be relied upon as tax advice. Always consult a qualified tax professional before determining whether, or to what extent, a particular financial transaction may be written off for tax purposes.

General

Entire Agreement - Classy and the Visitor intend for this document (entitled "Visitor Agreement") to be a complete integration of the agreement between Classy and the Visitor. As the final agreement between Classy and the Visitor it supersedes and displaces any other earlier or contemporaneous written or oral agreements, negotiations, or statements purporting to deal with the subject matter hereof.

Divisibility - The finding by a court of competent jurisdiction of the unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid, or illegal. Such court shall have the authority to modify or replace the invalid, illegal, or unenforceable term or provision with a valid and enforceable provision that most accurately represents the parties' intentions with respect to the invalid, illegal, or unenforceable term or provision. The parties' intentions should be judged solely by reference to the language of this Agreement prior to any court modification.

Headings - The bolded headings provided at the beginning of each term, as well as the numbered section headings, are for ease of reference; they have no independent legal weight and should not be used to limit the construction given to the language of each term.

Assignments - Any dispute arising from, or in connection with, this Agreement or the Visitor's use of the Website shall be governed by the laws of the state of California without regard to its choice of law provisions The Visitor and Classy agree that ANY AND ALL claims related to such disputes will be brought in a state or federal court located in San Diego County, California. The Visitor expressly submits to the personal jurisdiction of the courts of San Diego County, California for the purposes of litigating all such claims. For purposes of jurisdiction and venue, Classy and the Visitor agree that this contract, though entered into over the internet, is to be taken as having been executed in San Diego County, California.

Attorneys' Fees and Costs - If a dispute under this Agreement needs to be adjudicated in a court of law, then the prevailing party to the litigation shall be entitled to recover all costs incurred as a result of the litigation, including reasonable attorneys' fees, from the party who suffers the adverse judgment.