Donor Terms of Use

Last Updated August 11, 2021

1. Contractual Relationship
These Terms of Use (“Terms”) govern your access or use, from within the United States and its territories and possessions, of the multi-sided digital platform (the “Platform”) and any related content or services (collectively, the “Services”) made available in the United States and its territories and possessions by Resupply, Inc. and its subsidiaries, representatives, affiliates, officers and directors (collectively, “Resupply”). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND RESUPPLY. In these Terms, the words “including” and “include” mean “including, but not limited to.”

By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you regarding the use of the Services.

Resupply may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

IMPORTANT: PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND RESUPPLY CAN BE BROUGHT, INCLUDING THE ARBITRATION AGREEMENT (SEE SECTION 2 BELOW). PLEASE REVIEW THE ARBITRATION AGREEMENT BELOW CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH RESUPPLY ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION (AS DESCRIBED IN SECTION 2 BELOW).

2. Arbitration Agreement
By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Resupply on an individual basis in arbitration as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Resupply, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Resupply by someone else. For the avoidance of doubt, this precludes you from bringing or participating in any kind of any class, collective, coordinated, consolidated, representative or other kind of group, multi-plaintiff or joint action against Resupply.

(a) Agreement to Binding Arbitration Between You and Resupply.
Except as expressly provided below in Section 2(b), you and Resupply agree that any dispute, claim or controversy in any way arising out of or relating to (i) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof, (ii) your access to or use of the Services at any time, (iii) incidents or accidents resulting in personal injury that you allege occurred in connection with your use of the Services, whether the dispute, claim or controversy occurred or accrued before or after the date you agreed to the Terms, or (iv) your relationship with Resupply, will be settled by binding arbitration between you and Resupply, and not in a court of law. This Agreement survives after your relationship with Resupply ends.

You acknowledge and agree that you and Resupply are each waiving the right to a trial by jury or to bring or to participate as a plaintiff or class member in any class, purported class, collective, coordinated, consolidated, or representative proceeding.

This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third-parties, including but not limited to your spouses, heirs, third-party beneficiaries and assigns, where their underlying claims are in relation to your use of the Services.

(b) Exceptions to Arbitration
Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of the following claims: (i) individual claims brought in small claims court so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; (ii) individual claims of sexual assault or sexual harassment occurring in connection with your use of the Services; and/or (iii) injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

(c) Rules and Governing Law.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement.

(d) Process.
Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Resupply each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution.

(e) Location and Procedure.
Unless you and Resupply otherwise agree, the arbitration will be conducted in the county where you reside.

(f) Arbitrator’s Decision.
The Arbitrator will render an award within the time frame specified in the AAA Rules.

(g) Fees.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

(h) Severability and Survival.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision shall be severed from these Terms.

3. The Platform & Services
Resupply operates a multi-sided digital platform that is offered in a number of forms, including mobile and/or web based applications (“Applications”). The Resupply Platform enables you to receive services rendered by Resupply that facilitate your connection to independent third party providers, including drivers and charities (“Third Party Providers”).

4. Access and Use of the Services
You agree that Resupply, Inc., and its subsidiaries, representatives, affiliates, officers and directors, may contact you by telephone or text messages at any of the phone numbers provided by you or on your behalf in connection with an Resupply account.

5. Payment
You understand that use of the Services may result in charges to you for the services or goods you receive (“Charges”). Resupply will enable your payment of the applicable Charges.

6. Disclaimers; Limitation of Liability; Indemnity.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” RESUPPLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.

7. Other Provisions
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to the choice or conflict of law principles of any jurisdiction.