This splitShops Participation Agreement ("Participation Agreement") contains the terms and conditions that govern your participation in the promotional fundraising program described in this Participation Agreement (the "Program"). "We," "us," or "our" refers to splitShops, and "you" or "your" refers to the public school or nonprofit organization participating or seeking to participate in the Program that you are acting as an authorized representative of. "splitShops" means the splitShops.com website accessed through a web browser or app on iOS and Android phones.
By claiming your store and creating an organization administration account on splitShops ("Organization Account") or otherwise participating in or seeking to participate in the Program, you agree to these conditions. Please read them carefully.
1. Description of the Program
The purpose of the Program is to permit Registered Organizations (as defined in Section 2) to receive donations from the splitShops when customers make Qualifying Purchases & Donations (defined in Section 5) through splitShops.
splitShops customers can choose to shop at the store of any Registered Organizations. Registered Organizations can then receive disbursements from the Program.
To register, an Eligible Organization must
- Accept this Participation Agreement and associated agreements without modification,
- Complete and accurate application and registration of your Organization Account that correctly identifies your nonprofit organization; and
- Properly provide all information requested by us and Givinga Foundation, our “Platform Charity”, including providing valid bank account information as described in Section 6.
We reserve the right to
- reject or suspend your registration, and
- bar access and use of the store and donation portal we have created for your organization and your organization's account,
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 nonprofit 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 eligible to receive donations. You will ensure that all information you provide to us and our Platform Charity, 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 nonprofit organizations that we and our Platform Charity determine:
- are qualified under Section 501(c)(3) of the U.S. Internal Revenue Service Code;
- are public nonprofit organizations or public K-12 school and not private foundations;
- 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);
- are headquartered in the United States (the 50 States, the District of Columbia, American Samoa, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, Guam, and the U.S. Virgin Islands);
- are in good standing in their state of incorporation and in the states and territories where they are authorized to do business;
- do not engage in, support, encourage, or promote:
- intolerance, discrimination or discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation, or age;
- hate, terrorism, or violence;
- money laundering;
- other illegal, deceptive, or misleading activities; and
- 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.
We may remove any Organization from our directory and website if we determine that the Organization is no longer an Eligible Organization. As part of our ongoing review and monitoring process, we removes Organizations that are found not to be in good standing with individual US states, such as California. We also confirm through regular checks of GuideStar data that the above inclusion standards continue to be met, and we remove Organizations that appear on OFAC lists or lose their charitable status from our directory.
As our Partner Charity, Givinga may request that we remove any Organization from our directory and website for breach of their terms or other relevant policy or regulatory obligation. Finally, an Organization may request to be removed from our directory and website at any time by contacting us.
3. Program Policies
By participating in the Program, you agree that you will comply with these Program Policies and all materials referenced in this Participation Agreement, including policies and guidelines posted on your Organization’s Account and including the Content Guidelines and the splitShops Frequently Asked Questions page (collectively, "Operational Documentation").
You can promote or link to splitShops 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 ("splitShops Marks"), links to splitShops ("Links"), or other content we may make available to you (collectively, "Content"), in all cases in accordance with these Program Policies and the Content Guidelines.
4. Responsibility for Your Site and Actions
You will be solely responsible for your Site, your organization, and actions taken by you or on your behalf, including:
- the development, operation, distribution, and maintenance of your Site;
- compliance with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you or your Site;
- the bank account and other information we receive in connection with the Program;
- ensuring that any donation amounts that we make to you are used in accordance with applicable law and your stated mission;
- describing our relationship and any the dollar amount of donations you have received through us accurately and truthfully;
- creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your Site (including any information you include within or you associate with Links);
- using the Content and any materials posted on your Site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights);
- any misrepresentation of your relationship with a nonprofit organization, registration of a nonprofit organization that you are not authorized to act on behalf of, or any other failure to provide true and accurate information in your registration, including if such failure results in you not receiving the amount of donations you would have otherwise received from the Program;
- ensuring you are duly authorized to enter into and perform your obligations under this Participation Agreement (including granting the rights set forth in the Content Guidelines) and that you do not violate any term or condition of this Participation Agreement; and
- your or your employees', contractors', agents', or volunteers' acts, errors, omissions, negligence, or misconduct.
We will have no liability for these matters, and you agree to defend, indemnify, and hold us, splitShops Inc. ("splitShops") and its vendors, 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).
Permission to use splitShops Marks and name is hereby terminated immediately upon written notice by us of termination or our relationship or rejection or suspension of your registration such that you are no longer a Registered Organization and immediately, without notice, if you engage in any conduct that is criminal or would tend to damage our reputation.
5. Qualifying Purchases & Donations
Our Platform Charity regrants donations made to you resulting from Qualifying Purchases & Donations made worldwide from your store and donation portal on splitShops in accordance with Section 6 and as set forth in the splitShops Frequently Asked Questions page. Subject to the exclusions set forth below, a "Qualifying Purchase(s) & Donation(s)" occurs when a customer:
- places an order for a Product from his or her shopping cart on your store on splitShops, and the Product is shipped to, and paid for by, the customer; OR
- places a donation on your donation platform page on splitShops.
A "Product" is any item sold on splitShops that is marked "Eligible for splitShops donation" (or substantially similar messaging) on the relevant item detail page, including recurring subscriptions.
Qualifying Purchases & Donations exclude, and you will not be eligible for disbursements in connection with any of, the following:
- any Product purchased after termination of this Participation Agreement or purchased in connection with a violation of this Participation Agreement; or
- any Product order that is canceled, returned or subject to chargeback by our customer’s credit card issuer.
Each Product page that is eligible for donations states the percentage and dollar amount that will be donated upon purchase from your store. You understand that it is impossible to predict the amount of products that will be purchased from your store or donated through your donation portal.
There is no cap on the maximum donation generated from the purchase of products, limit to the number of units of eligible products.
Donations to Registered Organizations are based on Qualifying Purchases & Donations. Donations are calculated in accordance with the Operational Documentation, as it may be modified from time to time.
Donations are never in splitShops' custody. Our Platform Charity receives Donations from our mutual credit card processor at the time the Qualified Purchase & Donation is made. Our Platform Charity disburses donations within 7 to 10 days after donations are made. An accounting of all donations is available through your organization's account, including but not limited to income from sale of eligible products.
To account for Product returns and chargebacks that are made after disbursements are made, we and our Platform Charity reserve the right in our sole discretion to withhold a portion of your donations for disbursement during the next donation cycle, subject to any reduction due to returns, cancellations and chargebacks from prior disbursements. If we determine that we have made an overpayment in donations to you as a result of returns, cancellations and chargebacks not offset by donations held back to account for returns, cancellations and chargebacks, 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 & Donations attributed or earned, however, in the interest of transparency, we will make our best efforts to do so within your Organization Account.
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), our Platform Charity 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.
When regranting donations to Registered Organizations, our Platform Charity will either mail, to the donation mailing address on file for you within your organization portal or ACH/ETF/direct deposit donations to you into a U.S. bank account you designate to us and our Platform Charity, Givinga Foundation, based on their Terms & Conditions.
Our Platform Charity reserves the right to accrue and withhold donations for any Registered Organization until the total donation for that organization is at least $50.00, at which point the accrued and withheld total donations will be paid in full during the next weekly donation cycle. However, our Platform Charity will not withhold donations that remain under the $50.00 level for a Registered Organization for longer than 90 days.
You must promptly provide us and our Platform Charity 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 donation 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, your store will be closed and you will not receive donations, and donations that you would have received will be regranted to another 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.
While we take all reasonable steps to attempt to grant donated funds according to the donor's recommendation, Givinga retains exclusive legal control over all donations. In the exceptionally rare case when an organization fails to maintain splitShops and Givinga's due diligence standards for receipt of a donation at any time, Givinga reserves the right to reassign funds to another charitable organization. They may also reassign donations in the event they are unable to distribute the funds successfully (e.g., the electronic funds transfers to the organization fail and are returned to Givinga).
In this exceptionally rare case when Givinga reassigns funds, Givinga will (whenever possible) ask the donor to recommend another organization from splitShops' Directory to benefit from the donation. If Givinga is unable to reach the donor, or the donor chooses not to respond, Givinga will try to grant the funds to an organization that operates in a similar cause area to the organization originally recommended by the donor. Where the cause area is unlikely to reflect the donor's original intent, Givinga will instead grant the funds to an organization with a broad humanitarian mission. In selecting organizations to benefit from such grants, we favor those that have enrolled with splitShops and Givinga, to enable efficient, secure and cost-effective delivery to organizations that have accepted splitShops Agreements.
The tax-deductible status of a donation does not change if funds are reassigned because Givinga is the nonprofit organization of record for the donor's original donation.
We and our Platform Charity 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.
We and our Platform Charity send communications to our customers when they make purchases and donations. Such communications include a donation acknowledgement message. Donations that are made through our platform are made to our Platform Charity with your organization as the intended beneficiary. You understand and agree that we and/or our Platform Charity may send a donation acknowledgement and reference your organization as the intended recipient of a donation.
Givinga makes unrestricted grants and does not verify how a charity uses funds it receives from us, and we assume no responsibility with respect to the use of funds. Donors may obtain information about an Organization's programs and use of funds by consulting their profiles as presented on their store and donation portal and/or the Organization's website.
7. Public Communications; Identifying Yourself as a Program Participant
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 nonprofit organizations) in connection with the Program, provided that such communications shall not tie donation amounts to any individual customer. Except as expressly permitted in the Operational Documentation, you will not 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.
8. Term and Termination
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 the contact us form from your Organization's portal, and for our termination notice will require either making a notice available for your review on the Organization 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 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 may 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.
This agreement is cancelable by you at any time. Further, in the State of New York the agreement is also cancellable for fifteen (15) days after becoming a Registered Organization by sending written notice of cancellation to us, like an email from a registered account email address. You may also send a duplicate notice to: State of New York, Office of the Attorney General, Charities Bureau, 120 Broadway, New York, NY 10271.
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 Organization Account 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 ORGANIZATION ACCOUNT OR THE EFFECTIVE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
10. Relationship of Parties
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.
11. Limitation of Liability
NONE OF US, splitShops, OR OUR VENDORS, AFFILIATES AND LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, REPUTATIONAL, EXEMPLARY OR OTHER FORMS OF DAMAGES (INCLUDING BUT NOT LIMITED TO, ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, THE AGGREGATE LIABILITY FOR US, splitShops, AND OUR AFFILIATES AND LICENSORS ARISING IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, THE PROGRAM AND THE SERVICE OFFERINGS WILL NOT EXCEED $100.
THE PROGRAM, splitShops, THE ORGANIZATION ACCOUNT, ANY PRODUCTS AND SERVICES OFFERED ON OR THROUGH splitShops OR ORGANIZATION ACCOUNT, ANY CONTENT, THE SPLITSHOPS.COM DOMAIN NAME, THE splitShops SHOPPING APP, 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, SCOPE, 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 SITE 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 SERVICE OFFERINGS WILL 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.
Any dispute relating in any way to the Program or this Participation Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of California, without regard to principles of conflict of laws, will govern this Participation Agreement and any dispute of any sort that might arise between you and us.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Participation Agreement as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, splitShops Registered Agent, 16944 Ventura Blvd, Office, Encino, CA 91316. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $100 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Notwithstanding anything to the contrary in this Participation Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
This promotion will be subject to all applicable laws, including but not limited to Title 43, chapter 17 of the Georgia Code, Section 7:28 of the New Hampshire Statutes, and the New Jersey Charitable Registration and Investigation Act (N.J. Stat. § 45:17A-18 et seq.) and any rules adopted pursuant thereto. Each party shall be responsible for complying, at its own expense, with all requirements imposed by law or regulation on it as a result of its role in the promotion, including but not limited to any obligation to register, post bonds, or take other actions under state law as a charity or a commercial co-venturer.
Each party will indemnify, defend and hold harmless the other party against any third-party claims and all resulting liabilities, losses and costs (including reasonable attorneys' fees) arising out of: (a) any negligence, willful misconduct or breach of this Agreement by the indemnifying party, and (b) the sale, use or advertising of any products or services of the indemnifying party. Each party will give the other prompt notice of any such claim. The indemnifying party shall have the right to control the defense of the claim. The indemnified party may participate in the defense at its own expense.
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. splitShops, its vendors, 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.