These Program Content Guidelines (“Guidelines“) are part of the Operational Documentation incorporated into the Participation Agreement that governs your participation in the Program, and capitalized terms used in these Guidelines and not otherwise defined here will have the definitions provided in the Participation Agreement. The Guidelines apply to your use of our, our  affiliates’ (including but not limited to Niche Interactive Media, Inc. d/b/a ShoppingGives), and partner trademarks and logos that we may make available to you from time to time, including as part of any content you obtain from us (collectively, “ShoppingGives Marks“). The “ShoppingGives Marks” shall include but are not limited to trademarks and logos related to the Change Commerce™ (“Change Commerce™“), a technology platform that is owed by Niche Interactive Media, Inc. d/b/a ShoppingGives. “We,” “us,” or “our” refers to means the ShoppingGives Foundation, or our affiliates. “You” means the person or entity using a ShoppingGives Mark. Strict compliance with these Guidelines is required at all times, and any use of a ShoppingGives Mark in violation of these Guidelines will automatically terminate any license related to your use of the ShoppingGives Marks. You agree that we have the right to monitor the quality of your use or display of any ShoppingGives Marks and you will facilitate such monitoring as necessary.

We reserve the right to modify these Guidelines or the ShoppingGives Marks at any time and in our sole discretion as set forth in Section 9 of the Participation Agreement.

1. Limited License

a. License to you: Subject to the terms of the Participation Agreement and solely for the limited purposes of advertising, and directing end users to, the ShoppingGives Site in connection with the Program, we (or our partners, as the case may be) hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to copy and display the Content solely on your Site in accordance with the Participation Agreement, including these Guidelines and other Operational Documentation.

b. License from you: Solely for the limited purposes of promoting and operating the ShoppingGives Site, you hereby grant each of the ShoppingGives Foundation, its affiliates (including but not limited to Niche Interactive Media, Inc. d/b/a ShoppingGives), and our partners a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to copy, display and use your trademarks and logos (“Your Marks“).

c. The licenses set forth in this Section 1 will immediately and automatically terminate upon your notification to us that you no longer want to participate in the Program, or otherwise upon termination of the Participation Agreement.

2. Reservation of Rights; Submissions

Other than the limited licenses expressly set forth in Section 1, we reserve all right, title, and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of the Participation Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Links, link formats, Content, any domain name owned or operated by us, our affiliates, or our partners, Operational Documentation, our and our affiliates’, or partners’ trademarks and logos (including the ShoppingGives Marks), and any other intellectual property and technology that we, or our affiliates or partners, provide or use in connection with the Program. Other than Your Marks, if you provide us or any of our partners or affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with the Participation Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission“), you hereby irrevocably grant us, our affiliates and partners (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to: (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we, our affiliates and partners will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.

3. Trademark Usage Guidelines

YOU ARE ALLOWED TO USE THE SHOPPINGGIVES MARKS ONLY BY DISPLAY ON YOUR SITE WITH THE PURPOSE TO ADVERTISE THE SHOPPINGGIVES SITE AND AVAILABILITY OF PRODUCTS ON THE SHOPPINGGIVES SITE, WITH A CORRESPONDING LINK TO THE SHOPPINGGIVES SITE.

a. Your use of the ShoppingGives Marks must (i) comply with the most up-to-date version of these Guidelines; and (ii) comply with any other terms, conditions, requirements, and policies that we may issue from time to time that apply to the use of the ShoppingGives Marks, including the most up-to-date version of the Participation Agreement (including the Operational Documentation) (collectively, “Agreements“).

b. You cannot use or display any ShoppingGives Mark for any purpose or in any manner not specifically authorized under the Agreements. For example, you cannot make any use or display (i) that implies sponsorship or endorsement by us; (ii) to disparage us, our products, or our services; or (iii) that may, as determined by us, diminish or otherwise damage our goodwill in any ShoppingGives Mark.

c. You may display a ShoppingGives Mark only in the exact format in which we provide it to you. You may not alter or modify any ShoppingGives Mark in any manner. For example, you cannot change the proportion, color, or font of any ShoppingGives Mark, or add or remove any elements from any ShoppingGives Mark.

d. Each ShoppingGives Mark must appear by itself, in its entirety, with reasonable spacing between each side of the ShoppingGives Mark and other visual, graphic, or textual elements. Under no circumstance can any ShoppingGives Mark be placed on any background that interferes with the readability or display of that ShoppingGives Mark.

e. Together with each piece of content on your Site that includes any ShoppingGives Marks, you must prominently include a statement stating that the  ShoppingGives Foundation, its affiliates (including but not limited to Niche Interactive Media, Inc. d/b/a ShoppingGives), our partners logos are trademarks of the appropriate party to which it belongs. For example, if your Site displays the ShoppingGives Foundation logo, you would include the following statement on the same Site component: “the ShoppingGives Foundation and the ShoppingGives Foundation logo are trademarks of the ShoppingGives Foundation or its affiliates.” Further, if your Site displays the Change Commerce™ logo, you would include the following statement on the same site component: “Change Commerce™ and the Change Commerce™ logo are trademarks of Niche Interactive Media, Inc. d/b/a ShoppingGives.”

f. All rights in and to the ShoppingGives Marks are our, our affiliates’ or partners’ exclusive property, and any goodwill generated by your use of any ShoppingGives Mark will inure to our, our affiliates’ or our partners’ exclusive benefit. You will not take any action that is in conflict with our, our affiliates’ or our partners’ rights in or ownership of any ShoppingGives Mark.

g. You cannot display or otherwise use any trademark or logo of any third party seller on the ShoppingGives Site in connection with any Link unless you have obtained from that seller specific written authorization to do so.

h. You cannot use any trademark of the ShoppingGives Foundation, its affiliates (including but not limited to Niche Interactive Media, Inc. d/b/a ShoppingGives), or its partners (whether or not it’s a ShoppingGives Mark), or a variant or misspelling of such a trademark:

(i)   In any domain name; or

(ii)  In any username, group name, or other identifier for any social networking site; or

(iii) In any application, browser plug-in or other software name.

We reserve the right to take appropriate action against any use without permission or any use that does not conform to these Guidelines, at any time and in our sole discretion.