Last modified September 23, 2019
All of these terms and related privacy policies can be found at https://bodaty.com/privacy-policy-terms.html.
PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. THE TERMS AND CONDITIONS (“Agreement”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (“You” or “User”) AND BODATY LLC, AN ILLINOIS LLC (“Bodaty” or “Company”).
This Samyata Gives Participation Agreement ("Participation Agreement") contains the terms and conditions that govern your participation in the Samyata Gives program described in this Participation Agreement (the "Program"). "We," "us," or "our" refers to the Samyata Gives Program, and "you" or "your" refers to the charitable organization participating or seeking to participate in the Program. "Samyata Gives App" means the Samyata Gives phone app and web application from Bodaty.
By creating a charity administration account on the Samyata Gives App ("Organization Site") or otherwise participating in or seeking to participate in the Program, you agree to these conditions. Please read them carefully.
The purpose of the Program is to permit Registered Organizations (as defined in Section 2) to receive donations through the Samyata Gives Program when customers make Qualifying Purchases (defined in Section 5) on the Samyata Application (“Samyata”) or Stores and/or Shoppers using the Samyata make one time donations.
Samyata Gives customers can select any Eligible Organization, but only Registered Organizations can receive disbursements from the Program. To register, you must accept this Participation Agreement without modification, complete registration through the Organization Site and properly provide all requested information, including submitting a complete and accurate Program application that correctly identifies your charitable organization and providing valid bank account information as described in Section 6. We reserve the right to reject or suspend your registration if the requested information (including representative and bank account information) is inaccurate or incomplete or if you are otherwise not in compliance with this Participation Agreement. If your registration is accepted, your charitable organization will be a "Registered Organization" for as long as all of your registration information, including the bank account information described in Section 6, is current and complete, this Participation Agreement remains in force, and you continue to be an Eligible Organization. You will ensure that all information you provide to us, including your Program application information, bank account information, email address, and other contact information, is at all times complete, accurate, and up-to-date, and agree that failure to keep such information up to date may result in you no longer being a Registered Organization or in you no longer receiving any donations under the Program.
"Eligible Organizations" are those charitable organizations that we determine:
1. are qualified under Section 501(c)(3) of the U.S. Internal Revenue Service Code;
2. are public charitable organizations and not private foundations;
3. are qualifying fundraisers or other organizations engaged in charitable activities;
4. are not supporting organizations, unless identified specifically as Type I, Type II, or functionally integrated Type III supporting organizations (as defined in the U.S. IRS Code);
5. are headquartered in the United States (the 50 States and the District of Columbia);
6. are in good standing in their state of incorporation and in the states where they are authorized to do business;
7. do not engage in, support, encourage, or promote:
8. are otherwise not in violation of the terms of this Participation Agreement.
You consent to us sending you notifications (if any), approvals (if any), and other communications relating to the Program and this Participation Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
These Policies describe requirements and restrictions applicable to you as a Program participant.
We reserve the right to modify these Policies at any time and in our sole discretion as set forth in Section 9 of the Participation Agreement.
You may not promote or link to the Samyata Gives App in a way that is misleading or confusing to customers or that does not accurately represent the Samyata Gives App or the Program (for example, by expressing or implying that we have entered into a partnership with you, that we sponsor or endorse you or any other cause or that we support your position on any issue).
You will not bid on or purchase keywords, search terms, or other identifiers (including any trademark of Bodaty or its affiliates or variation or misspelling thereof) or otherwise participate in keyword auctions on any search engine, portal, or other search or referral service, directly or indirectly, in order to drive traffic to the Samyata Gives App (including by including a link that sends users directly or indirectly to the Samyata Gives App in any such ad).
You will not request, collect, obtain, store, cache, or otherwise use any account information used by our customers in connection with the Samyata Gives App (including any usernames or passwords of Samyata Gives App customers).
You will not modify, redirect, suppress, or substitute the operation of any button, link, or other feature of the Samyata Gives App.
You will not take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (for example, search, browse, or order) are occurring.
Customers who buy products on the Samyata app are customers of Bodaty or its affiliates with respect to all activities they undertake in connection with the Samyata App, and you acknowledge and agree that you are not entitled to receive any customer information. Orders for Products placed by customers on the Samyata app may be rejected for any reason and rejected orders will not be eligible for donations. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with the Samyata app, you will state that those customers must follow contact directions on the Samyata app to address customer service issues
You will not include on your Site, display, or otherwise use Links or Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
You will not use Content or Links on, or link to the Samyata App from, any application (for example, a software component, toolbar, or plug-in), or use any such application to artificially increase Qualifying Purchases in respect of your charitable organization.
You will not frame the Samyata App, or any part of it, within your Site. However, displaying a Link on your Site in accordance with the Participation Agreement will not be considered framing the Samyata App. You may promote your Program participation and Link through social media and email as described in the Operational Documentation.
You will not post or serve any Links or other content promoting the Samyata App within any pop-up or pop-under windows, transitional page ads, or layer ads around or in conjunction with the display of any site that is not your Site.
You will not include any Links in any content that you place on the Samyata App or any other Bodaty site (for example, in connection with any advertising service available through the Samyata App or in a customer review, forum, post, guide, or any other customer-generated context available on the Samyata App).
You will not cloak, hide, spoof, or otherwise obscure the URL of your website containing Links (including by use of a redirecting page) such that we cannot reasonably determine the website from which a customer clicks through such Link to the Samyata App.
From time to time, we may request information from you in order to verify your compliance with the Participation Agreement or any Operational Documentation, including whether you meet, or continue to meet, the definition of an Eligible Organization. You agree to cooperate with us and promptly satisfy such requests. Upon our request, you will provide us with written certification, in substantially the form requested by Bodaty, that you have complied with the Participation Agreement, including all Operational Documentation. In addition, you consent to us monitoring your Site to verify your compliance with the Participation Agreement, and you will provide copies of Content on offline versions of your Site upon request. You also consent to us monitoring and using information about our customers in connection with their use of the Links and the Samyata App.
You can only promote or link to the Samyata Gives App on your own website, user-generated content published through a social media account or page, offline mailings, or email correspondence (your "Site") and can only use such of our trademarks or logos or our affiliates' trademarks or logos ("Bodaty Marks"), links to the Samyata Gives App("Links"), or other content we may make available to you (collectively, "Content"), in all cases in accordance with Bodaty Program Policies and the Bodaty Program Content Guidelines
You will be solely responsible for your Samyata Gives Account, your organization, and actions taken by you or on your behalf, including:
We will have no liability for these matters, and you agree to defend, indemnify, and hold us, Bodaty LLC. ("Bodaty") and its affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to these matters. With respect to any emails, social media posts, mailings and other communications you send (or cause to be sent) in connection with the Program, you acknowledge that you are the originator and sender for all purposes (including under the CAN-SPAM Act of 2003 and all similar laws).
We will make donations to you resulting from Qualifying Purchases in accordance with Section 6 . Subject to the exclusions set forth below, a "Qualifying Purchase" occurs when (a) a customer places an order for a Product from his or her shopping cart on the Samyata App; (b) at such time, that customer (Store and/or Shopper) has selected your Eligible Organization to benefit from purchases the customer makes on the Samyata App; and (c) the Product is picked up by or delivered by a Personal Shopper to, and paid for by, the customer (shopper).
A "Product" is any item sold on the Samyata App.
Qualifying Purchases exclude, and you will not be eligible for disbursements in connection with any of the following:
Donations from us to Registered Organizations are based on Qualifying Purchases (as applicable) in a given calendar quarter, and not subsequently returned. Donations are calculated in accordance with the Operational Documentation, as it may be modified from time to time. Donations for each calendar quarter will be made approximately 45 days following the end of that quarter. To account for Product returns that are made after the end of a calendar quarter, we reserve the right in our sole discretion to withhold a portion of your quarterly donations for disbursement during the next donation cycle, subject to any reduction due to returns or cancellations from prior quarters. If we determine that we have made an overpayment in donations to you as a result of returns not offset by donations held back to account for returns, or if we determine that you received donations to which you were not entitled as a result of your actions or omissions (for example, if you provided incomplete or false registration information or otherwise violated this Participation Agreement), we reserve the right, in our sole discretion, to (a) deduct the amount of the overpayment from any donation amount that is due to you in subsequent donation cycles, and/or (b) notify you and request reimbursement for any amounts incorrectly paid to you, in which case you hereby agree to reimburse us for such overpayments promptly and in any event within 30 days of such request. You acknowledge and agree that we are under no obligation to provide you with a report of Qualifying Purchases or donations attributed or earned.
If we determine that you are no longer an Eligible Organization or that you or anyone acting on your behalf has violated any term or condition set forth in this Participation Agreement (including failure to qualify as a Registered Organization), we reserve the right to disburse any donation that would have been made to you instead to one or more other Registered Organizations as set forth in the Operational Documentation.
All donations will be paid into your deyaPay account which is created for you when you sign up for an account on the Samyata Gives App. You may use the deyaPay pages in the Bodaty Samyata Gives phone app (if available) and/or the deyaPay phone app or website to access your account and transfer money in and out of your deyaPay account. Since the Bodaty Samyata Gives phone app uses deyaPay (the payments service and accounts system offered by Bodaty), your use of the Bodaty Samyata Gives phone app is also subject to the terms relevant to the deyaPay Payments Terms of Service. The “Bodaty deyaPay Payments Terms of Service” available at https://deyapay.com/policy.html apply to your use of deyaPay.
We reserve the right to accrue and withhold donations for any Registered Organization until the total donation for that organization is at least $5.00, at which point the accrued and withheld total donations will be paid in full during the next quarterly donation cycle. However, we will not withhold donations that remain under the $5.00 level for a Registered Organization for longer than four consecutive quarters.
You may use deyaPay to move your donation money into your bank account. You must promptly provide us with accurate and complete bank account information, including the bank account type, the 9-digit routing number/ABA number, the account number, and the name of the primary account holder as it appears on the account, in addition to a voided check or bank statement (as set forth in the Program application). If you do not provide this information, the information is not valid (for example, the account has been closed or changed), or a deposit is otherwise rejected by your bank, then we reserve the right to suspend or revoke your registration for the program, so that you will cease to be a Registered Organization, you will not receive deposits, and donations that you would have received will be treated as donations directed to an Eligible Organization that is not a Registered Organization, as described in the following paragraph. You will only be eligible to receive donations again after you provide valid account information and you qualify as a Registered Organization.
If an Eligible Organization that is not a Registered Organization accrues donations in a given calendar quarter, we will accrue and withhold such donations until the donation cycle following the end of the calendar quarter in which it becomes a Registered Organization. However, if such an Eligible Organization does not promptly become a Registered Organization, then we reserve the right after each calendar quarter in which an Eligible Organization accrues withheld amounts (after expiration of a reasonable period as we determine in our discretion, not to exceed 3 years after such quarter), to reallocate and disburse such accrued and withheld funds to organizations qualified as Registered Organizations.
We may be obligated by law to obtain tax information from you. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your donations until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
You acknowledge and agree that we may or may cause others to publicly disclose (including through a government filing, press release, interview, or any other public statement) the amount of donations provided to you (individually and/or collectively with other charitable organizations) in connection with the Program, such communications may tie donation amounts to any individual customer. You may issue any press release or make any other public communication with respect to this Participation Agreement, your use of the Content, or your participation in the Program, as long as it is positive in tone and does not disparage the Program, the Samyata Gives App, Bodaty or any of the COmpany’s apps.
The term of this Participation Agreement will begin upon acceptance of this Participation Agreement and will end when terminated by either you or us. Either you or we may terminate this Participation Agreement at any time, with or without cause, by giving the other party written notice of termination, which for your termination notice will require a written request to be removed from the program, delivered by emailing firstname.lastname@example.org, and for our termination notice will require either making a notice available for your review on the Samyata Gives Account or transmitting email to the email address then-currently associated with your Program account. We also reserve the right, in our sole discretion, to cancel or otherwise terminate the Program at any time. Upon any termination of this Participation Agreement and/or the Program, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 2, 4, 7, 8, 10, 11, 12, 13, and 14 and under the Program Content Guidelines will survive the termination of this Participation Agreement. No rights or obligations with respect to accrued but unpaid donation obligations will survive any termination of this Participation Agreement, and instead amounts otherwise allocable to you will be allocated and paid to other Registered Organizations in accordance with Section 6. No termination of this Participation Agreement will otherwise relieve either party for any liability for any breach of, or liability accruing under, this Participation Agreement prior to termination.
We reserve the right to modify any of the terms and conditions contained in this Participation Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the Samyata Gives App or by sending notice of such modification to you by email to the email address then-currently associated with your Program account (any such change will be effective on the date specified in such notice but will in no event be less than two business days after the date of the notice). YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH NOTICE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS PARTICIPATION AGREEMENT IN ACCORDANCE WITH SECTION 8. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (FOR EXAMPLE, THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED PARTICIPATION AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE SAMYATA GIVES APP OR THE EFFECTIVE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
You and we are independent contractors, and nothing in this Participation Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates' behalf. You will not make any statement, whether on your Site or otherwise, that contradicts or may contradict anything in this Section 10. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Participation Agreement, you will be deemed to have taken the action yourself.
NONE OF US, BODATY, OR THEIR AFFILIATES AND LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE SAMYATA GIVES APP, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, THE AGGREGATE LIABILITY FOR US, BODATY, AND THEIR AFFILIATES AND LICENSORS ARISING IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, THE PROGRAM, THE SAMYATA GIVES APP, AND THE SERVICE OFFERINGS WILL NOT EXCEED $100.
THE PROGRAM, THE SAMYATA GIVES APP, ANY PRODUCTS AND SERVICES OFFERED ON THE SAMYATA APP, ANY CONTENT, DOMAIN NAME, TRADEMARKS AND LOGOS OF OURS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, S COPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. WE DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. WE WILL NOT BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SAMYATA GIVES ACCOUNT OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, OR THE SAMYATA GIVES APPWILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS PARTICIPATION AGREEMENT. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS PARTICIPATION AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF THIS PARTICIPATION AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
BINDING ARBITRATION. ANY DISPUTE OR CLAIM BETWEEN THE PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE FULLY AND FINALLY RESOLVED BY BINDING ARBITRATION IN CHICAGO ILLINOIS IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES AND PRACTICES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) FROM TIME TO TIME IN FORCE AND EFFECT. THIS AGREEMENT TO ARBITRATE SHALL BE SPECIFICALLY ENFORCEABLE AND IS THE EXCLUSIVE REMEDY FOR THE RESOLUTION OF SUCH DISPUTES UNDER THIS AGREEMENT. THERE SHALL BE A SINGLE ARBITRATOR, WHO MUST BE (I) A LAWYER ENGAGED FULL-TIME IN THE PRACTICE OF LAW AND A MEMBER IN GOOD STANDING OF THE STATE BAR OF ILLINOIS AND (II) ON THE AAA REGISTER OF ARBITRATORS. WITHIN THIRTY (30) DAYS OF THE CONCLUSION OF THE ARBITRATION HEARING, THE ARBITRATOR SHALL PREPARE WRITTEN FINDINGS OF FACT AND CONCLUSIONS OF LAW. JUDGMENT ON THE WRITTEN AWARD MAY BE ENTERED AND ENFORCED IN ANY STATE OR FEDERAL COURT LOCATED IN ILLINOIS. THE PARTIES HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS SO SELECTED, TO THE EXCLUSION OF ANY OTHER COURT WHICH MIGHT HAVE HAD JURISDICTION APART FROM THIS SECTION 16, WAIVE ANY DEFENSE OF LACK OF IN PERSONAM JURISDICTION OF SUCH COURTS AND AGREE THAT SERVICE OF PROCESS IN ANY ACTION BEFORE SUCH COURTS MAY BE MADE BY MAILING IT TO THE PARTY TO BE SERVED AT THE ADDRESS PROVIDED HEREIN. IT IS MUTUALLY AGREED THAT THE WRITTEN DECISION OF THE ARBITRATOR SHALL BE VALID, BINDING, FINAL, AND NON-APPEALABLE; PROVIDED HOWEVER, THAT THE PARTIES HERETO AGREE THAT THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO AWARD PUNITIVE DAMAGES AGAINST ANY PARTY TO SUCH ARBITRATION. THE ARBITRATOR SHALL REQUIRE THE NON-PREVAILING PARTY TO PAY THE ARBITRATOR’S FULL FEES AND EXPENSES OR, IF IN THE ARBITRATOR’S OPINION THERE IS NO PREVAILING PARTY, THE ARBITRATOR’S FEES AND EXPENSES WILL BE BORNE EQUALLY BY THE PARTIES THERETO. EACH OF THE PARTIES HERETO FURTHER AGREES THAT IT WILL NOT BECOME A MEMBER OF ANY CLASS-WIDE LITIGATION OR ARBITRATION AND WILL NOT INITIATE ANY CLASS ACTION LITIGATION OR ARBITRATION AGAINST THE OTHER PARTY. FURTHER, THE PARTIES AGREE THAT THEY WILL NOT ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OF ANY GROUP, CLASS, OR OTHERWISE SIMILARLY SITUATED INDIVIDUAL OR ENTITY.
By accepting this Participation Agreement you hereby consent to us sending your organization emails from time to time relating to the Program. You may not assign this Participation Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Participation Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Participation Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Participation Agreement. We may from time to time in our sole discretion make donations that exceed or supplement those strictly required under this Participation Agreement, but in no event will such actions create any right to receive excessive or supplemental donations at any later time or under similar circumstances. In the event of any conflict between this Participation Agreement and the Operational Documentation, the Participation Agreement will control over the Operational Documentation. Bodaty, its affiliates and licensors are expressly intended third party beneficiaries of this Participation Agreement, but except as stated in this sentence this Participation Agreement no other person or entity other than you and us will have any right or interest arising out of this Participation Agreement. This Participation Agreement incorporates, and you agree to comply with, the most up-to-date version of all Operational Documentation, including any updates of the Operational Documentation from time to time. Whenever used in this Participation Agreement, the terms "include(s)," "including," and "for example" mean, respectively, "include(s), without limitation," "including, without limitation," and "for example, without limitation." Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Participation Agreement, may be made, taken, or given in our sole discretion. All non-public information provided by us in connection with this Participation Agreement or the Program is considered confidential information, and you will maintain the same in strict confidence and not disclose the same to any third party (other than your affiliates) or use the same for any purpose other than your performance under this Participation Agreement, which restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties. This Participation Agreement (including the Operational Documentation) is the entire agreement between you and us regarding the Program and supersedes all prior agreements and discussions.
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