Giving Group Terms of Use

20 January 2019

1. Your Acceptance

This limited access, controlled authorization Web Site is provided by The Giving Group, Inc. ("GIVINGGROUP") specifically for the collection, management and analysis of charitable giving data. “You” as the user of this Web Site, including you individually, or if you are using this Web Site through a company or other entity, the entity on whose behalf you are accessing this Web Site, are subject to the terms and conditions set forth in this document. By using or visiting this Web Site or any software and services provided to You through this Web Site (collectively the "Service") You signify Your agreement to these terms and conditions (the "Terms and Conditions of Service"). If You do not agree to any of these terms or the GIVINGGROUP Privacy Policy do not logon to the Service.

GIVINGGROUP may, in its sole discretion, modify or revise these Terms and Conditions of Service and policies at any time, and You agree to be bound by such modifications or revisions. GIVINGGROUP will not notify You when changes are made to these Terms and Conditions of Service; as a result, You should periodically review the most up-to-date version at www.compleclinical.com. Nothing in these Terms and Conditions of Service shall be deemed to confer any third-party rights or benefits.

2. Service

These Terms and Conditions of Service apply to all users of the Service, including users who are also contributors of Content on the Service. “Content” includes any of the text, software, scripts, graphics, images, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials You may view on, access through, or contribute to the Service. The Service includes all aspects of this Web Site, including but not limited to, all software and hardware integrated via the Web Site. The Service may contain links to one or more third party web sites that are not owned or controlled by GIVINGGROUP. GIVINGGROUP has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web site. In addition, GIVINGGROUP will not and cannot censor or edit the content of any third-party site. By using the Service, You expressly relieve GIVINGGROUP from any and all liability arising from Your use of any third-party web site.

Accordingly, we encourage You to be aware when You leave the Service and read the terms and conditions and privacy policy of any other web site that You may visit.

3. General Use of the Service—Permissions and Restrictions

When GIVINGGROUP issues You a valid user name and password You are hereby granted permission to access and use the Service as set forth in these Terms and Conditions of Service, provided that:

·You agree not to distribute in any medium any part of the Service or the Content without GIVINGGROUP's prior written authorization;

·You agree not to alter or modify any part of the Service;

·You agree not to access Content through any technology or means other than a Web browser or other explicitly authorized means GIVINGGROUP may designate;

·You agree not to use the Service for any other commercial use outside the parameters of the collection, management and analysis of protocol specific charitable giving;

·You agree not to introduce any virus, worm, hypertext link, frame or code which may be harmful to the Web Site or anything contained in the Web Site; and

·You agree that You are the sole individual who will access the Web Site via Your unique user identification and password.

You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the GIVINGGROUP servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use any communication systems provided by the Service (e.g., comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Service with respect to their Content.

In Your use of the Service, You will comply with all applicable laws.

GIVINGGROUP reserves the right to discontinue any aspect of the Service at any time.

4. Your Use of Content

In addition to the general restrictions above, the following restrictions and conditions apply specifically to Your use of Content.

The Content on the Service, and the trademarks, service marks and logos ("Marks") on the Service, are owned by or licensed to GIVINGGROUP, subject to copyright and other intellectual property rights under the law.

GIVINGGROUP benefits from and is the owner of the goodwill and public recognition of its names, symbols, logos and other identifying marks (Marks). These Marks have become identified with the quality of GIVINGGROUP's products and services and distinguishes GIVINGGROUP from other organizations. Rights to GIVINGGROUP's Marks may be governed by International, Federal, State, or common laws. Giving Group, the Giving Group Logo and the Giving Group Tree Logo and all associated logos are trademarks of GIVINGGROUP. All other trademarks and service marks are the property of their respective owners.

Content is provided to You AS IS. You may access Content solely as intended through the provided functionality of the Service and as permitted under these Terms of Service. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes outside the parameters of the collection, management and analysis of protocol specific charitable giving data. GIVINGGROUP and its licensors reserve all rights not expressly granted in and to the Service and the Content.

You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.

You understand that when using the Service, You may be exposed to Content from sources other than GIVINGGROUP, and that GIVINGGROUP is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that You may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against GIVINGGROUP with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless GIVINGGROUP, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to Your use of the Service.

5. Your Content and Conduct

Where indicated on the Service, You may submit Content to the Service.

You are solely responsible for Your own Content and the consequences of submitting and publishing Your Content on the Service. Thus, You acknowledge that You (and NOT GIVINGGROUP) have full responsibility for the message, including its legality, reliability, appropriateness, originality and copyright. You affirm, represent, and warrant that You own or have the necessary licenses, rights, consents, and permissions to publish any Content You submit. You further affirm, represent, and warrant that any Content You submit will not cause harm to any third party and will comply with all applicable laws.

All worldwide intellectual property rights, including moral rights, in any Content, idea, work or submission by You made in connection with the Service shall be perpetually and unconditionally vested in and owned by GIVINGGROUP without further need for documentation or action. Notwithstanding the foregoing, You further agree to execute any documentation where necessary for such purposes. GIVINGGROUP can use the submissions (or anything like them) for any purpose, without compensating You or anyone else for them. GIVINGGROUP shall have the right to create derivative works therefrom and license or transfer any such works to any third party at its discretion without compensation to You. You waive all moral rights (or its equivalent in any applicable jurisdiction) You may have over the works/submission. You cannot claim any rights against GIVINGGROUP, its associates and its customers for using the Content and ideas You submit (including, but not limited to, product or advertising ideas).

You affirm, represent, and warrant that Content You submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless You have written permission from the rightful owner of the material or You are otherwise legally entitled to post the material and to grant GIVINGGROUP all of the license rights granted herein.

GIVINGGROUP does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and GIVINGGROUP expresslydisclaims any and all liability in connection with Content submitted by You. GIVINGGROUP does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and GIVINGGROUP will remove all Content if properly notified that such Content infringes on another's intellectual property rights.

GIVINGGROUP reserves the right to decide whether Content violates these Terms and Conditions of Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or other illegal activity. GIVINGGROUP reserves the right to remove any such Content for any or no reason whatsoever without prior notice.

6. GIVINGGROUP Use of Collected and Confidential Information

GIVINGGROUP provides this limited access, secure, Web Site specifically for the collection, management and analysis of charitable giving data. Only authorized givers or users, for each specific charitable giving organization, activity or event, will be granted a user identification and password for access to the Web Site. The data will be recorded on a secure storage medium of GIVINGGROUP's choosing. Unless otherwise notified, a permanent audit trail will record and track each user’s access, entry, review or modification of specific data elements. Unless otherwise notified, no transaction within the audit trail is deleted by any user including any GIVINGGROUP personnel.

All data collected through the Services will be integrated through the use of anonymous identifiers. The anonymous identifiers will have no association with any individual charitable giving subject except within the context of compiled data for that specific charitable giving.

7. Information that GIVINGGROUP Disseminates

GIVINGGROUP limits the dissemination and review of charitable giving data based upon Your specific needs to have access to such information. Dissemination may allow a charitable giving site coordinator to access, review and modify only the data relevant to the charitable giving site’s activities.

8. Digital Millennium Copyright Act

If You are a copyright owner or an agent thereof and believe that any Content infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

·A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

·Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

·Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

·Information reasonably sufficient to permit the service provider to contact You, such as an address, telephone number, and, if available, an electronic mail address;

·A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

·A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

GIVINGGROUP's designated Copyright Agent to receive notifications of claimed infringement isinfo@givinggroup.com. For clarity, DMCA notices should go to the Copyright Agent with the subject line of DMCA NOTICE; any other feedback, comments, requests for technical support, and other communications should also be directed to GIVINGGROUP customer service throughThis email address is being protected from spambots. You need JavaScript enabled to view it..">info@givinggroup.com.You acknowledge that if You fail to comply with all of the requirements of this Section, Your DMCA notice may not be valid.

Counter-Notice. If You believe that Your Content that was removed (or to which access was disabled) is not infringing, or that You have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in Your Content, You may send a counter-notice containing the following information to the Copyright Agent:

·Your physical or electronic signature;

·Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;

·A statement that You have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and

·Your name, address, telephone number, and e-mail address, a statement that You consent to the jurisdiction of the federal courts serving Washington D.C., and a statement that You will accept service of process from the person who provided notification of the alleged infringement.

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

9. Warranty



GIVINGGROUP AGREES THAT THE SERVICES WILL BE PROVIDED IN ACCORDANCE WITH APPLICABLE PROFESSIONAL STANDARDS AND SHALL MAKE ALL REASONABLE EFFORTS TO PRODUCE A CONSISTENLY HIGH LEVEL OF ACCURACY AND EXPERTISE.

GIVINGGROUP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, OMMISSIONS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY AUTORIZED USER OR THIRD PARTY, (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND/OR (IV) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. GIVINGGROUP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND GIVINGGROUP WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

10. Limitation of Liability

IN NO EVENT SHALL GIVINGGROUP, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT ENTERED OR OMMITED BY ANY USER OF THE SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY USER OR THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE GIVINGGROUP IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT GIVINGGROUP SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

BY USING THE SERVICE, YOU EXPRESSLY RELIEVE GIVINGGROUP FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEB SITE.

The Service is controlled and offered by GIVINGGROUP from its facilities in the United States of America. GIVINGGROUP makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

11. Indemnity

To the extent permitted by applicable law, You agree to defend, indemnify and hold harmless GIVINGGROUP, its subsidiaries, affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: You; (ii) Your violation of any term of these Terms and Conditions of Service; (iii) Your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that Your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms and Conditions of Service and Your use of the Service.

12. Ability to Accept Terms and Conditions of Service

You affirm that You are legally authorized and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions of Service, and to abide by and comply with these Terms and Conditions of Service.

13. Assignment

These Terms and Conditions of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by GIVINGGROUP without restriction.

14. General

You agree that: (i) the Service shall be deemed solely based in Des Moines, IA.; and (ii) the Service shall be deemed a passive Web Site that does not give rise to personal jurisdiction over GIVINGGROUP, either specific or general, in jurisdictions other than Des Moines, IA. These Terms and Conditions of Service shall be governed by the internal substantive laws of Iowa without respect to its conflict of laws principles. Any claim or dispute between You and GIVINGGROUP that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction serving Des Moines, IA. These Terms and Conditions of Service and any other legal notices published by GIVINGGROUP on the Service, shall constitute the entire agreement between You and GIVINGGROUP concerning the Service. If any provision of these Terms and Conditions of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions of Service, which shall remain in full force and effect. No waiver of any term of this these Terms and Conditions of Service shall be deemed a further or continuing waiver of such term or any other term, and GIVINGGROUP' failure to assert any right or provision under these Terms and Conditions of Service shall not constitute a waiver of such right or provision. GIVINGGROUP reserves the right to amend these Terms and Conditions of Service at any time and without notice, and it is Your responsibility to review these Terms and Conditions of Service for any changes. Your use of the Service following any amendment of these Terms and Conditions of Service will signify Your assent to and acceptance of its revised terms.

YOU AND GIVINGGROUP AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.