PLEASE READ THESE TERMS OF SERVICE BEFORE YOU REGISTER TO USE OUR SERVICES. YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF SERVICE BY CLICKING THE "I AGREE" BUTTON AT THE END OF THE AGREEMENT. BY USING THIS SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHICH GOVERN YOUR USE OF THE CONTENT, SERVICE AND WEB SITE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE EXIT THIS SITE.

I. General Terms Applicable to Both Users and Organizations

The following terms and conditions in this Section I are applicable to both Users and Organizations. Sections II and III contain terms applicable to Users and terms applicable to Organizations, respectively. The terms and conditions in Sections II and III are part of this Terms of Service and will apply to Users or Organizations, as applicable, and are in addition to and not in lieu of the terms and conditions contained in Section I.

Description of Service

The eWay services (the “Services”) are services offered through this web site (the “Web Site”) by Truist (“we” or “us”). The Services include any offerings on this Web Site or any web site affiliated with eWay. The Services are available to prospective volunteers who register to use the Services, donors who make contributions through the Web Site, and any other individuals using the Web Site (“Users”) and to legally incorporated nonprofit or government entities, schools, faith-based organizations, neighborhood associations recognized as such by the applicable city or county, and for-profit organizations that engage volunteers in direct client contact and any other entities using the Web Site (“Organizations”); collectively, Organizations and Users shall be referred to as “You” or “you”. The Services are offered to more than one Organization; Organizations acknowledge that the Services are intended to facilitate Organizations’ abilities to connect with potential Users. Accordingly, these Terms of Service are non-exclusive, and nothing in these Terms of Service will be construed to prevent us from allowing other Organizations from participating in the Services.

Security

You agree to comply with any rules of operation and security procedures for the Services established by us from time to time. You agree that you will not attempt to gain or allow access to any data, files or programs to which they are not entitled under these Terms of Service, and that if such access is obtained you will immediately return such materials to us.

Termination

Either party may terminate these Terms of Service for convenience on thirty (30) days written notice to the other party. Once you provide written notice of your intent to terminate, (a) You should refrain from accessing or otherwise using the Web Site and Services; and (b) we may deny you access to the Web Site and Services after such notice period concludes. In addition to our right to terminate for convenience, we may terminate your access to the Web Site and Services immediately in the event of your breach of these Terms of Service.

Intellectual Property Rights

All text, software (including source and object codes), visual, oral or other digital material, photographs, information, data, graphics and all other content of any description included in the Services, excluding information included in the definition of “your information” in the “Grant of License” section(collectively, the “Content”), and all copyrights, trade marks, service marks, patents, patent registration rights, trade secrets, know-how, database rights, and all other rights in or relating to the Services and the Content (collectively, the “Intellectual Property”) are owned by us or by our licensors, and are protected by copyrights, trademarks, service marks, international treaties or other proprietary rights and laws of the United States of America (“U.S.”). The Services and the Content are also protected as a collective work or compilation under U.S. copyright and other laws and treaties. No Content or Intellectual Property may be copied, modified, published, broadcast, or otherwise distributed without our prior written permission.

You may only use the Content, the Services or the Intellectual Property as expressly permitted by these Terms of Service and for no other purposes. Any reproduction permitted under this Terms of Service must contain the following notice: “Copyright © 2009 UWA. All rights reserved.”

Except as expressly provided in these Terms of Service, nothing contained herein shall be construed as conferring upon you any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, laws or treaties. Furthermore, you may not use any of our trademarks, trade names or service marks in any manner that creates the impression that such names and marks belong to, or are associated with, you or are used with our consent, and you acknowledge that you have no ownership rights in and to any of these names and marks. All present and future rights in, and title to, the Services (including database rights and the right to exploit the Services and any portions of the Services over any present or future technology) are reserved to us for our exclusive use.

Grant of License

You irrevocably grant us a nonexclusive, royalty-free, world-wide and perpetual right and license to (a) copy, display, disseminate, publish, translate, modify, reformat, edit or create derivative works from anything that you publish or post on the Web Site (“your information”); (b) combine your information with other material; (c) use (in the broadest sense of the word) your information as we may determine in our sole discretion; and (d) disclose your information subject to the terms of the Privacy Policy, as we may update it from time to time.

As a user of this Web Site, you are granted a personal, nonexclusive, nontransferable, nonassignable, revocable, limited license to access and use the Web Site, Services and Content for your Personal Use only and not for commercial purposes. “Personal Use” means your use for non-profit or educational purposes, but DOES NOT include (a) any activity or use that is in competition with us, (b) using the Content, or parts of the Content, to create your own database, (c) using the Content, or parts of the Content, for financial or other gain for any party, individual or entity, or (d) the posting, publication, transmission, or dissemination of the Content, or parts of the Content, in digital or electronic form by means of the World Wide Web, electronic mail, any online services, or any other medium now existing or hereafter developed. You may download one copy of the Content and make no more than one (1) hard copy of the Content for your Personal Use. Otherwise, you may not duplicate, transmit, redistribute or publish the Content, or parts of the Content. You may not use any network monitoring or discovery software to extract information about usage or users of the Services. You may not use any robot, spider, other automatic device or manual process to monitor or copy the Content. Any violation of the foregoing provisions constitutes unauthorized use and may result in civil or criminal liability.

Conduct

You are solely responsible for your information and warrant that you have all legal rights and licenses necessary for you to grant us a license to your information. In connection with the Services and Content, you will not: (a) act in an unwanted, threatening, harassing, abusive or offensive manner toward any user; (b) use any the Services for political, commercial or advertising purposes; (c) harm or exploit minors in any way, which includes requesting personal or other information; (d) post, submit or otherwise do anything with the Services, Content, or Web Site that is unlawful, harmful, tortious, defamatory, profane, obscene, libelous, or hateful to the average user; (e) act in a racially, ethnically, or otherwise objectionable manner; (f) collect or store personal data of any other user; (g) post or reference indecent or pornographic materials (whether in visual, textual, or audio format); (h) discuss, incite or otherwise solicit illegal activity; (i) violate or infringe upon the confidentiality, or proprietary or other rights, of any individual or third party, (j) send any communications to any user for any purpose other than Personal Use; or (k) transmit fraudulent, deceptive, or misleading communications or intercept or attempt to intercept email or other private communications not intended for you. In addition, by posting your information to the Web Site, you represent that you have all necessary rights in and to your information, and that your information will not infringe on any personal or proprietary rights of any third parties.

Links

Links to all third-party Web Sites are provided solely as a convenience to you and not as an endorsement by us or by the operator of this Web Site of the third party or of the content contained on the third-party Web Site. We do not monitor third-party Web Sites. We do not assume any responsibility for the content of linked third-party Web Sites or make any representation regarding the accuracy of materials on such third-party Web Sites. If you choose to access a linked third-party Web Site, you do so at your own risk.

Disclaimers

THE SERVICES AND THE CONTENT ARE PROVIDED ON AN "AS IS " BASIS. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY OR INTEGRATION.

NEITHER WE NOR OUR LICENSORS make any representation, warranty or guarantee (1) regarding the reliability, usefulness, adequacy, suitability, completeness, timeliness, or validity of the ServiceS or the Content, Nor (2) that the web site or the site that hosts the web site are free from ANY COMPUTER VIRUSES, "WORMS" OR "TROJAN HORSES," ANY OTHER TYPE OF DESTRUCTIVE OR MALICIOUS COMPUTER CODE (BY WHATEVER NAME IT IS CALLED), OR ANY UNAUTHORIZED COMPUTER CODE WHICH IS ATTACHED TO, OR MADE A PART OF, THE SERVICES OR THE CONTENT BY ANY PERSON, GROUP OR ORGANIZATION. Neither we nor our licensors are responsible for the content of any information, communication, or material developed, posted, or uploaded by a third party. NEITHER WE NOR OUR LICENSORS edit or control such information, communication or material, oR have any responsibility to you or any other party for the content of any information, communication, or material on this Web Site, including but not limited to errors or omissions.

No Endorsement

We provide the Services in conjunction with the operator of this Web Site as a convenience to the public.The Services are solely for the purposes of allowing Users and Organizations to communicate regarding various volunteer or donation opportunities. The inclusion of any organization, including without limitation Organizations, or person, including without limitation a User, in the Services or the Content does not constitute a representation, warranty, or endorsement with respect to the competence, suitability, or reliability of such organization or person by us. Your contact with any such organization or person is at your own risk, and we are not liable for any damage, loss or injury resulting from your contact with any such organization or person. You agree that we are not endorsing, sponsoring or otherwise participating in the actual volunteer or donation opportunities provided through the Services.

Indemnity

You agree that you will indemnify, defend and hold us harmless from any and all claims or suits (including, without limitation, reasonable legal fees and expenses) that arise out of your breach of these Terms of Service.

Limitation of Liability

NEITHER WE NOR ANY OF OUR LICENSORS SHALL BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SERVICES OR CONTENT. WE AND OUR LICENSORS DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND, INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES), RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR THE CONTENT, INCLUDING, WITHOUT LIMITATION, (A) ANY THIRD PARTY WEB SITES, SERVICES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN THE SERVICES); (B) THE TERMINATION OF YOUR ACCESS TO THE SERVICES; (C) ANY ERRORS IN, OR OMISSIONS FROM, THE CONTENT (INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS); (D) THE COMPLETE OR PARTIAL UNAVAILABILITY OF THE SERVICES OR THE CONTENT; (E) YOUR USE OF, OR INABILITY TO USE, THE SERVICES; (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SERVICES; OR (G) ANY COMPUTER VIRUSES, "WORMS" OR "TROJAN HORSES," ANY OTHER TYPE OF DESTRUCTIVE OR MALICIOUS COMPUTER CODE (BY WHATEVER NAME IT IS CALLED), OR ANY UNAUTHORIZED COMPUTER CODE WHICH IS ATTACHED TO, OR MADE A PART OF, THE SERVICES OR THE CONTENT BY ANY PERSON, GROUP OR ORGANIZATION.

IF YOU SHOULD BECOME ENTITLED TO CLAIM DAMAGES FROM US (INCLUDING, BUT NOT LIMITED TO, FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION AND OTHER CONTRACT OR TORT CLAIMS) WE WILL BE LIABLE ONLY FOR THE AMOUNT OF YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (IN THE AGGREGATE FOR ALL CLAIMS) THE AMOUNT YOU DONATED TO DURING THE THREE (3) MONTHS PRIOR TO THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED.

The parties agree that the foregoing limitations will not be read so as to limit any liability to an extent that would not be permitted under applicable law and specifically will not limit any liability for gross negligence, intentional tortious or unlawful conduct.

Restrictions on Linking and Framing Activities

We are concerned about the integrity of the Web Site when it is accessed in a manner solely determined by third parties or viewed in a setting solely created by third parties. Therefore, we prohibit caching, unauthorized hypertext links to the Web Site, and framing any Content available through the Web Site. We reserve the right to disable any unauthorized links or frames and specifically disclaim any responsibility for the content available on any other Internet sites linked to the Web Site. Access to any other Internet sites linked to the Web Site is at the User or Organization’s own risk.

Authorized Third Parties

We reserve the right to allow third parties to provide any necessary services to us and/or to users to enable us to provide the Services.

Remedies for Violations

We reserve the right to seek any and all remedies available at law, in equity or otherwise for violations of these Terms of Service, including, but not limited to, the right to block access to the Services from a particular Internet address.

Governing Law and Jurisdiction

These Terms of Service are governed by, and construed in accordance with, the laws of the U.S. and the Commonwealth of Virginia, without giving effect to its conflicts-of-law principles. You agree to submit to the personal jurisdiction of the federal and state courts located in the Commonwealth of Virginia with respect to any legal proceedings that may arise in connection with the Services or from a dispute as to the interpretation or breach of these Terms of Service.

Access Outside the United States

We do not represent that the Services or the Content are appropriate or available for use in countries outside the U.S. If you choose to access or use the Services from outside the U.S., you are responsible for compliance with foreign and local laws, if applicable.

General

The definition of the term “Service” in this Agreement includes the Web Site and the Content.

These Terms of Service constitute the entire agreement with respect to your access to, and use of, the Services. If any provision of these Terms of Service is unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.

We reserve the right to change these Terms of Service at any time. Any changes to these Terms of Service are effective immediately. You are responsible for regularly reviewing these Terms of Service. Continued use of the Service after any such changes constitutes your consent to such changes.

The section headings in these Terms of Service are used solely for convenience and have no legal or contractual significance.

Notwithstanding any other provisions of these Terms of Service or any general legal principles to the contrary, any provision of these Terms of Service that imposes or contemplates continuing obligations on a party will survive the expiration or termination of these Terms of Service.

>II. Terms Applicable Specifically to Users

Registration; Password and Access to the Service

Your registration constitutes an application to use the Services. When you register, you agree to provide us with accurate, complete information. It is your responsibility to inform us of any changes to such information. You will create a password to access the Services. You are responsible for all use of the Services by anyone accessing the Services through your password, and you will defend, indemnify and hold us harmless from and against any and all claims, liabilities or expenses arising out of any such use of the Services.

Content

“Content” as defined under the Intellectual Property Rights heading includes without limitation the content of any email messages we send to you.

III. Terms Applicable Specifically to Organizations

Registration; Password and Access to the Service

Your registration constitutes an application to use the Services. After you register, we review your application to determine your eligibility to use the Services. We also review any volunteer opportunities you provide us from time to time for eligibility for inclusion in the Services. The review process generally takes about two business days. When you register, you agree to provide us with accurate, complete information. It is your responsibility to inform us of any changes to such information. You will create a password to access the Services. You are responsible for all use of the Services by anyone accessing the Services through your password, and you will defend, indemnify and hold us harmless from and against any and all claims, liabilities or expenses arising out of any such use of the Services.

Content

“Content” as defined under the Intellectual Property Rights heading includes without limitation any information you send or otherwise provide to us for inclusion in our databases or for submission to Users.

Term

The initial term of these Terms of Service will expire twelve (12) months after the Effective Date (the “Term”). The Effective Date will be the date on which we grant our approval at the conclusion of the review process. The Term will automatically renew for successive one (1) year periods, unless one of us provides the other with written notice at least thirty (30) calendar days prior to the expiration of the then current Term that it does not wish for these Terms of Service to be renewed; provided, however, that if you do not update your information on the Web Site during any consecutive twelve (12) month period, these Terms of Service will automatically terminate at the end of such twelve (12) month period.

Indemnification

In addition to the indemnity specified above, the Organization agrees that it will indemnify, defend and hold us harmless from any and all claims or suits (including, without limitation, reasonable legal fees and expenses) that are brought by a User or any other third party that is related to or arises out of opportunities or services provided by such Organization.

Warranty by Organization

Organizations that list opportunities with us represent and warrant that they are either (a) legally incorporated nonprofit or government entities, schools, faith-based organizations, neighborhood associations recognized as such by the applicable city or county, or (b) for-profit organizations that engage volunteers in direct client contact.

Limitation of Liability

In addition to the limitation of liability provision above, the following limitation of liability applies. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SERVICES

OR CONTENT. WE DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND, INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES), RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY ACTIONS TAKEN OR OMISSIONS MADE BY ANY USER, INCLUDING, WITHOUT LIMITATION, ANY ACTIONS TAKEN OR OMISSIONS MADE IN THE COURSE OF ANY USER’S PERFORMANCE OF SERVICES FOR YOU AS A DIRECT OR INDIRECT RESULT OF THE SERVICE.

Independent Contractors

Our relationship is that of independent contractors. These Terms of Service shall not be construed as creating an employer/employee, agency or joint venture relationship between the parties.