H A N D O U T

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Terms and Conditions

Goodszilla Inc is responsible for the Goodszilla platform.

Goodszilla, Inc values the privacy of its members, pledging to respect them and to ensure appropriate treatment, confidentiality and protection of data.

Membership and use of the platform is dependent on the full acceptance of these Terms and Conditions by users (including Charities and other non-profits).

These Terms and Conditions define the terms on which the platform Goodszilla can be used as well as the rules for the respective usage.

For more information on the collection, processing and use of personal data, please refer to the privacy policy statement of Goodszilla, Inc.

By accessing and using the sites and services, you acknowledge that you have read, understood and agreed to the general conditions of use. If you do not agree to these terms, you must not access or use the sites or services provided.

The Site and Services are intended solely for users who are 18 years old or older. Any access to or use of the Site or Services by anyone under 18 years of age is expressly prohibited. By accessing or using the Sites or Services you represent and warrant that you are 18 years of age or older.

Goodszilla’s Service Description

Goodszilla, Inc, through the Goodszilla platform, offers registered Facebook/Google users an online space that allows users to buy and sell items/products on the online marketplace.

The charities (and non-profit entities generally) can also register on the platform by filling out the online form.

Goodszilla, Inc reserves the discretionary right to approve charity registration on the Goodszilla platform upon the verification of the documentation submitted and an assessment of the application.

It is free to register and post products on our platform, however, we apply a service fee on successful donations and sales, which are outlined fully in these Terms and Conditions. Goodszilla requires at least a 50%% donation to a charity registered on our platform

The Goodszilla platform requires that a percentage of the sales is donated to a registered charity (and to non-profit entities in general).

Accessing Goodszilla

To use the service in the best possible way, the User must create an account. You can also sign in through third-party platforms (such as Google or Facebook). You warrant that the information you provide to Goodszilla, Inc when creating your account is true, complete and current. During registration, the user must enter a Username and Password to access the account.

This platform may be subject to events or circumstances that are beyond the control of Goodszilla, Inc and may affect the normal course of operations.

Goodszilla, Inc does not guarantee the operation of software and hardware is error free or does Goodszilla, Inc guarantee the timely and proper removal of any unpredictable events arising from use of the Internet.

Goodszilla, Inc does not guarantee the constant and uninterrupted availability of the platform and shall not be held responsible for losses that may occur as a result of technical malfunctions or any other reason beyond its control.

Goodszilla, Inc reserves the right to temporarily suspend its operations, due to any reason deemed convenient, most likely for technical reasons.

Any interested person shall have only one registered account. Goodszilla, Inc reserves the right to suspend or terminate any registered account, notably if the same person owns two different registered accounts.

Charities (and non-profit entities generally) can access this platform through specific authentication process after validation and approval by Goodszilla, Inc

Products on Goodszilla

The advertiser is entirely responsible for the content uploaded and for the fulfilment of the requirements set out in these Terms and Conditions and applicable law.

Goodszilla, Inc may cancel or remove, without notice, all ads considered inappropriate, in accordance with the procedures identified herein, without any right to compensation, regardless of the motivations for such cancelation and/or removal. Goodszilla, Inc is not a party to any dispute.

Goodszilla, Inc applies a 0% fee on direct donations to charities (Charites cover payment processing fee). Goodszilla requires a percentage (50% minimum) of each sale to be donated to a charity registered on Goodszilla platform. When the sellers adds a product to Goodszilla platform, Goodszilla, Inc applies a 10% success fee. Similarly, when a charity adds a product to Goodszilla platform, Goodszilla, Inc applies a 5% success fee.

Goodszilla, Inc does not have access to items/products offered for sale, and does not engage or participate in the actual transaction between buyer and seller. Therefore, Goodszilla, Inc cannot guarantee transactions are successfully completed. Such transactions are exclusively made between buyers and sellers. Such disputes can be settled directly through PayPal or Stripe. Both buyer and seller receive email confirmation with contact details of each if there is a need to make a contact.

If items are being shipped by seller, standard shipping fees are calculated based on dimensions inputted by seller.

The charity or seller may choose any payment method at any moment available at the Goodszilla platform.

Goodszilla, Inc reserves the unfettered right to use the information uploaded by users, notably, for marketing purposes.

Terms and Conditions of Responsibility

Goodszilla, Inc is not responsible for the behaviour of salespeople, in particular for the items/products added for sale on the platform.

Goodszilla, Inc is not responsible for any damage that occurs as a result of a transaction or misconduct of one of the parties in a transaction.

Goodszilla, Inc is not responsible for the failure to complete the transaction, or for any incident that may occur between the parties during the same transaction.

Goodszilla, Inc shall – as far as reasonably possible – ensure the quality and integrity of information provided by users on the Goodszilla platform –to the extent the information provided to Goodszilla is true, accurate and not misleading. Goodszilla, Inc has further implemented appropriate technological and organisational measures in order to ascertain, to the extent feasible, the safety, accuracy and completeness of the information available on the Goodszilla platform. However, the responsibility for ad content, legality, accuracy and quality of the product advertised pertains exclusively to the owner and cannot be attributed to Goodszilla, Inc any responsibility in this regard.

As Goodszilla, Inc is not a mediator of transactions, it cannot be held responsible for any event resulting from the lack of legal capacity of users.

To ensure the safety in the areas of Goodszilla platform where personal data is collected/treated the transmission of such data is encrypted.

Information on the models, brands, property, qualities and other characteristics or features of the products entered in Goodszilla platform is provided by selller.

In strict compliance with the law, such selller shall not include any article which is prohibited to be freely traded in the market and cannot sell or promote the sale, especially of: firearms and ammunition, gunpowder or explosive materials, fireworks hardware and derivatives; humans or respective parts, debris or bodies; wildlife, including organs and skins; medications (including anabolic substances containing steroids), narcotics and fixtures and accessories for the production, modification, processing or consumption; copy, duplicate or backup software or audiovisual items, including memory cards or other storage devices; replicas and fakes and products that infringe on copyright laws, patents, trademarks, designs, industrial designs and trade secrets; products that infringe the law that protects prehistoric artistic, numismatic property, historic or archaeological interest, libraries and collections of documents; ambassador commissions or rewards programs; any goods, rights or secrets Goodszilla, Inc; personal databases or identification; hacking and cracking; false information, viruses or any other technologies that may harm other users; pornographic,

erotic or other products which are unsuitable for minors, or other goods or services contrary to morals and good customs; products that threaten sovereign states or their symbols; Products that promote or incite any form of violence, both for humans and for animals; offences, or any kind of discrimination based on issues of race, religion, gender, nationality and/or sexual orientation; other products or goods of which transaction is prevented by law.

The same prohibition applies to any form of advertisement.

Goodszilla, Inc may remove any content that does not comply with applicable law or these Terms and Conditions. “ “Goodszilla, Inc may also remove any content if deemed convenient, given the reality and/or circumstances to be assessed on a case by case analysis, without the exercise of such prerogative giving rise to any right to compensation.

Users are responsible for ensuring the legality and legitimacy of the items/products made available and cannot exempt themselves from any sort of responsibility.

Goodszilla, Inc assumes no responsibility for the existence of transactions on goods or services that do not comply with these restrictions.

Confidentiality

In the herein Terms and Conditions, ‘Confidential Information’ refers to all technical or commercial information, where the information should reasonably be considered confidential, given its nature or similar kind, and should be treated at least with a reasonable degree of care.

Each party shall protect the Confidential Information of the other party against unauthorized disclosure, using the same degree of care required to preserve and safeguard its own Confidential Information of a similar nature, with at least a reasonable degree of care being considered.

We may disclose Confidential Information to our employees, ambassadors, and consultants, provided that the recipient is required in writing to maintain the confidentiality of the Confidential Information received.

The obligations set forth in this clause do not apply to Confidential Information that: (i) is or has become publicly known, except for breach of this clause; (ii) was in the possession of the receiving party before disclosure by the other party; (iii) was received by the receiving party directly from an independent third party that has full right of disclosure; or (iv) has been requested to be disclosed by governmental authority, court of competent jurisdiction or provided by governmental authority, provided that the party subjected to such requirement discloses the request to the other party in writing.

Sales and Sharing

Goodszilla, Inc neither verifies nor approves the items/products offered for sale by users; businesses are brought online automatically without interference from the system. Sales entered into the system must meet the following basic requirements: to be placed in the appropriate category; address a tangible physical item/product that is not encumbered by third party rights; provide the title, description and images of the item/product and provide the seller contact details; be geographically referenced, with some precision, including street, city or region where the seller has facilities and/or where the item/product is placed.

The seller is responsible for meeting these requirements. Goodszilla, Inc can remove any charities or ads that do not meet these standards without notice and without giving rise to any right to compensation.

Ads containing words, references or unsuitable categories may be subject to unilateral action by the Goodszilla, Inc, including respective removal. However, the seller may prove such action to be incorrect in court and/or in any legal procedures.

Ambassadors are intermediaries who help disseminate the seller’s products. When a sale between users results from the recommendation from an ambassador member, the ambassador receives 1% of the successful sale.

Users must comply with regulatory ages for specific products available on Goodszilla, e.g. alcohol. Goodszilla reserves the right to refuse or void any bids made if regulations are not met. Users may be required to provide identification.

Donations

Donations are made by the users.

The seller designates a charity to receive a percentage of the successful sale from the product.

Goodszilla, Inc applies a 0% fee on direct donations (Charity covers payment processing fee) and a 10% fee on donations made from the successful sale of products.

In the event that the charity and user have a Paypal account, users can directly donate to the charity.

Buyers can also choose to donate to a selected charity upon checkout of item

Buyers and sellers share the responsibility for ensuring that purchases facilitated by Goodszilla platform are completed with a duty of good faith that bounds all parties.

For adequate protection and clarity, it is appropriate that the buyer obtain credible information about the seller before completing the purchase.

The relations between the transactional parties is to be carried out through the Goodszilla platform are subject to applicable law.

Charities

Prior to registration confirmation on the platform, Goodszilla, Inc retains the right to request all documentation deemed necessary to verify a charity’s non-profit status.

All information and data made available to Goodszilla, Inc will be treated confidentially and shall only be used within the scope of activities related to the platform.

Goodszilla, Inc reserves the right not to approve the registration of a non-profit organisation. The registered charities (and non-profit entities generally) are subject to periodical review based on several criteria. The charities must be registered with accessible payment methods such as Paypal system to receive donations and sales values. Goodszilla will initiate a bank deposit if requested by Charity

Causes

Anyone can contact the Goodszilla to propose an item sale for a social cause, provided the foregoing requisites are fulfilled. All causes shall be subject to approval by Goodszilla, Inc.

Goodszilla, Inc is not responsible for how the money is used and does not monitor this process. If you suspect any irregularity, please contact Goodszilla, Inc directly. Goodszilla, Inc reserves the right to cancel or suspend the auction.

The person that receives the money executes binding documentation, which it states that the amounts received will be exclusively and fully used to benefit the social cause indicated to Goodszilla, Inc.

Ambassador Programme

In order to promote Goodszilla platform, Goodszilla, Inc offers an ambassador programme, which helps disseminate and promote this platform to give it greater visibility and allow new users to register through a URL.

Those who advertise a certain item/product shall receive a certain percentage of the sale product.

New users whose subscription is made through the ambassador link are considered associated with the old user that shall be awarded a certain percentage of all sales performed by the new user.

In return for the propagation and attracting new users, the ambassador partner will receive, for a period of one year, a commission of 1% of all sales made by the new users, whenever the chosen payment method is PayPal. The user can withdraw the money received through commissions or instead donate it to an institution whenever it reaches the total amount of $50%.00.

Suspension or Removal of Registered Accounts

The ambassador will have access to a restricted area called \”Ambassador Programme\” where it can control and monitor the analytics of the link and have access to respective statistics.

Intellectual Property Rights and Security

Goodszilla, Inc shall make public the materials, content and Goodszilla platform software are likely to be protected by intellectual property rights.

The reproduction, modification, copy, use, distribution, marketing, download or otherwise exploit of such materials and contents is not permitted without prior authorisation conferred in writing, by Goodszilla, Inc, or by the third right holders concerned.

Any act or attempt to change the materials, content or software, upload information from unauthorised access or other action that may jeopardise the integrity, continuity or quality of Goodszilla platform will be properly assessed to fully determine the responsibilities of its agents.

The users undertake to respect the copyright on the software/applications Goodszilla platform and not to copy, duplicate, resell or in any way to negotiate these items covered by the copyright of Goodszilla, Inc, assuming responsibility for the indemnity provided for in case of violation of these rights.

Our IP: Our Sites, App and all intellectual property rights therein, including the vendor listings that are publicly available or licensed Content, our Services and/or our domain names, is the property of Goodszilla

Except to the extent otherwise expressly permitted under copyright law, User will not copy, reproduce, modify, use, distribute, display, create derivative works of or otherwise exploit the software IP developed by Goodszilla without its express written consent or of the applicable copyright owner.

User IP: User certifies that he/she owns or has secured all necessary intellectual property rights in the Content that User uploads, transmits or otherwise makes available to us or on our Sites.

Amendment to the Terms and Conditions

Goodszilla, Inc has the right, at any time, without prior notice and with immediate effect, to lay down specific rules as regards the use of Goodszilla platform, as well as change, amend and/or revoke partially or fully, these Terms and Conditions.

Users who do not wish to accept the amendments should explicitly express such intention in writing to Goodszilla, Inc.

Changes to these Terms and Conditions shall be made accessible by Goodszilla, Inc in Goodszilla platform whenever deemed convenient.

Payments and Refunds

According to the Terms and Conditions of PayPal, users are required to complete a PayPal business account by placing the relevant email address on the form of the product in order to enable the reception of the corresponding values.

Goodszilla, Inc does not participate in there imbursement process and is not responsible for any amount considered due.

If any issues arise in the purchasing process and the user/charity claims the reimbursement of any amounts already paid through Paypal, consult the services offered by PayPal.

PayPal refunds Protection:

Fees and Services

Goodszilla, Inc fees are outlined in the following table. The registration and use of the platform is free. The tax varies according to the rate described in the applicable law.

Description*Rate of success

Social e-Marketplace: fees incurred on each individual sale10%

Sales between charities (% non-profit entities generally)10%

Donations: fees incurred on donations made through PayPal0%

* Goodszilla can change this fees. Goodszilla will notify all users and charities (non-profits organisations) if the fees will change.

(1) VAT not included.

(2) VAT included.

Additional Terms

The following terms are deemed incorporated by reference and thus considered part of this Terms & Conditions:

- Privacy Policy

- PayPal User Agreement

https://www.paypal.com/webapps/mpp/ua/acceptableuse-full

- PayPal - Acceptable Use Policy

https://www.paypal.com/webapps/mpp/ua/useragreement-full

- Stripe

https://stripe.com/us/terms and Policy agreements

Each of these conditions may be changed or amended without notice. Such changes take effect when publicly disclosed. By using services provided for in the platform the user fully acknowledges and agrees with the policies and rules applicable to such platform.

Notice to Users

All illegal acts run the risk of being reported to the competent authorities and may motivate a claim by Goodszilla, Inc in order to make whole or compensate all types of damages/losses caused.

Specific Terms

Any terms and conditions provided for under this Section (Specific Terms) have been specifically negotiated between Goodszilla, Inc and the Client referred to below and will therefore supersede any contradictory or overlapping provisions included under the General Provisions included under these Terms and Conditions.

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