We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. When we do this, we will post the revised Terms on this page and will indicate the date of such revision, which you agree constitutes notice to you of such change or modification. Your continued use of the Services after the date of any such changes constitutes your acceptance of the revised Terms. To the extent allowed by law, the English version of these Terms is binding and other translations are for convenience only. If you do not wish to accept the revised Terms, you must discontinue your use of the Services immediately.
Certain Users may separately enter into an agreement with the Company providing different or additional terms regarding the Services, including but not limited to terms related to pricing or features (each, a “Subscription Agreement”). If you have an active Subscription Agreement with us and there is a conflict between a provision in these Terms and a provision in the Subscription Agreement, the latter takes precedence with respect to the provision in conflict. You hereby agree to adhere to your obligations and responsibilities in your Subscription Agreements.
Accessing or using the Services from territories where the Services are illegal is strictly prohibited. Users are responsible for complying with all applicable federal, state, provincial, territorial, and local rules, laws, and regulations, directives and ordinances (collectively, “Applicable Laws”) regarding their use of or access to the Services.
The following terms used herein are defined as follows:
- “Free User” means an individual or organization accessing or using the Services without an account, or registered with the Company to use the Services pursuant to a free membership account.
- “Premium User” means an individual or organization registered with the Company to use the Services pursuant to a premium membership account.
- “WL User” means an individual or organization registered with the Company to develop and maintain their own branded areas or iterations of the Services.
- “User” means, individually and collectively, Free Users, Premium Users, WL Users, Donors, Contributors and any other individual accessing or using the Services.
- “Donors” means a User that makes a Donation.
- “Contributor” means a User that makes a Contribution (as defined below).
- “Content” means, individually and collectively, all information and content provided by any party related to, on or through, the Services, including but not limited to Campaign descriptions, ideas, Input (as defined below), analysis, calculations, outputs, comments, videos, images, information, data, opinions, text, software, music, sound, photographs, graphics, messages, trademarks, trade dress, logos, trade names, service markers, trade identities, intellectual property and other information, materials or features that are uploaded, posted, published, displayed, transmitted, provided or otherwise used on, through or via the Services.
The Services are offered as a platform that allows Premium Users to post fundraising and/or problem-solving campaigns (each, a “Campaign”) thereto for the purpose of raising funds (“Donations”) and/or sourcing helpful, problem-solving content (“Input”) from Users that elect to contribute either to a Campaign. A Premium User that posts a Campaign is referred to herein as a “Campaign Organizer.” Donations and Input are individually and collectively referred to herein as, “Contributions.” Subject to your strict compliance with these Terms, Additional Terms and any applicable Subscription Agreement, the Company grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to use the Services for the above stated purposes. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, the Services, Site Information (as defined below) or Content, and (ii) may be immediately suspended or terminated for any reason, in the Company’s sole discretion, and without advance notice or liability. You may not use the Services if you are under the age of majority in your jurisdiction.
The Services are an administrative platform only. The Company is not a broker, agent, financial institution, creditor or 501(c)(3) nonprofit corporation. We do not pick or endorse any User, Content, Contribution or Campaign. We only provide a technology platform to allow Campaign Organizers to engage with Users. The existence of the Services is not a solicitation of Contributions or Content by the Company, and the Company does not engage in any solicitation activities or consult on the solicitation of Contributions from the public, or on behalf of any individual, entity, or organization. Before making any decisions regarding any Campaign, Contribution, User, or Content, you should consult your financial, legal, tax or other professional advisor as appropriate, and we are not liable for such decision.
All Contributions are made at your own risk and without liability to the Company. When you make a Contribution through the Services, it is your responsibility to understand how your Donation or Input will be used. The Company is not responsible for any offers, promises, rewards or Promotions (as defined below) made or offered by Campaign Organizers or any other User. The Company is not responsible for the use of your Contributions or amount or type of Contributions raised by any Campaign. You, as a Contributor, must make the final determination as to the value and appropriateness of contributing to any Campaign, and the Company shall have no liability related to such determination. We do not guarantee any results or outcomes regarding the Services, for example, that a Campaign will obtain a certain amount or type of Contributions or Contributions at all, or will use your Contributions in a proper manner or at all. We expressly disclaim, and you are responsible for, any liability and responsibility for the outcome or success of any Campaign or Contribution.
All Content that is uploaded, posted, published, displayed, transmitted, provided or otherwise used on, through or via the Services (collectively “Uploaded or Displayed”) is for informational purposes only, and we do not guarantee, express or imply, the accuracy, completeness, timeliness, truthfulness or reliability of any such information or content. The Services and Content are not intended to provide, and do not constitute, financial, legal, tax or other professional advice. Any User Content (as defined below) Uploaded or Displayed on the Services is done at your own risk and without liability to the Company.
You acknowledge that all Content accessed by you is at your own risk and without liability to the Company. Under no circumstances will the Company be liable for any loss or damage of any kind caused by your access, use or reliance on any Content. The Company is not responsible for any offensive, defamatory, obscene, false or misleading Content. We do not guarantee that any Content will be made available through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content, in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content, or if we are concerned that you may have violated these Terms) or for no reason at all and (ii) to remove or block any Content from the Services. You acknowledge that the Company has no control over the conduct of, or any Content provided or made available by, a User, and hereby disclaims all liability relating to such content to the fullest extent not prohibited by Applicable Law.
You, as a Campaign Organizer, represent, warrant, and covenant that (i) all Content provided in connection with a Campaign or otherwise is accurate, complete, and not likely to deceive reasonable Users; (ii) all Contributions contributed to your Campaign will be used solely as described in the materials that you Upload or Display on the Services and provide to Contributors related to such campaign; (iii) you will not infringe the rights of others; (iv) you will comply with all relevant and applicable financial reporting obligations, including but not limited to laws and regulations relating to tax reporting, political contributions, and asset disclosures related to you, any Campaign or the receipt of any Contribution; and (v) to the extent you share with us any personal data of any third party for any purpose, including the names, email addresses and phone numbers of your personal contacts, you have the authority (including any necessary consents), as required under Applicable Law, to provide us with such personal data and allow us to use such personal data for the purposes for which you shared it with us. You authorize the Company, and the Company reserves the right, to provide information relating to you and your Campaign to Contributors, beneficiaries of your Campaign or law enforcement, and to assist in any investigation thereof. For the avoidance of doubt, all information and/or materials Uploaded or Displayed on the Services by you as a Campaign Organizer shall constitute your User Content. The Company may suspend or terminate any Campaign for any reason at any time in its sole discretion without liability to you or any third party.
If you believe a Campaign Organizer is not raising or using Contributions for their stated purpose, please report such misuse here: email@example.com. The Company is a provider of an interactive computing service as set forth in the Communications Decency Act, 47 U.S.C. §230 and expressly reserves its rights to not be treated as the publisher or speaker of any information provided by another or information content provider through the Services.
Registration and Accounts: You may be required to register or establish an account with the Company in order to access or use certain features of the Services. If you elect to register for the Services or establish such an account, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by Company registration forms. Users must register using their true identities, including their name and any image or video purporting to depict the User or the beneficiary of a Campaign. Registration data and certain other information about you are governed by our Privacy Notice. Certain aspects of our Services may also require you to register with, and agree to the terms of, third-party service providers (e.g., payment processors), with whom the Company has entered into contracts, in order to be able to benefit from their services. If the Company or one of our payments processors at any time discovers that the information you provided about you, any beneficiary or the purpose of your Campaign is incorrect or violates any of these Terms or their terms of service, the Services may be suspended and/or terminated with immediate effect and fines may be applied by the relevant authorities which will in all such cases be payable by you. You acknowledge and agree that the use of third-party payment processors are integral to the Services and that we may exchange information with such third parties in order to facilitate the provision of Services. We may suspend or terminate any account or registration immediately and at any time at the Company’s sole discretion and without notice or liability to you or any third party.
You acknowledge and agree that you have no ownership or other property interest in your registration or account, and you further acknowledge and agree that all rights in and to your user name, registration and account are and shall forever be owned by and inure to the benefit of the Company. You are responsible for maintaining the confidentiality of your password, registration and account information and are responsible for all activities (whether by you or by others) that occur under same. You will notify the Company immediately of any unauthorized use of your password, registration or account or any other breach of security related to the Services. The Company assumes no liability for any loss or damage arising from any unauthorized use of your password, registration or account.
We do not verify information in profiles, accounts or registrations, and we have no control over and do not guarantee, and are not responsible for, the quality, truth, accuracy, legality or safety of any User.
Paid Services and Auto Renewal of Subscription: You are required to pay to access or use some areas and/or features of the Services as designated by the Company from time-to-time at the Company’s sole discretion, such as for premium monthly memberships, events, courses, job postings, or data queries (“Paid Services”). By submitting credit card payment information to us or our third-party credit card processor, you agree that you authorize us and/or our processor to charge you for applicable Paid Services to which you are subscribing for access at the rates determined by the Company. You agree to pay the applicable price (including any applicable taxes, service fees and surcharges) for such subscription as of the time you submit the order for such Paid Services, and that the Company will automatically bill such credit card as part of the order process for such price. Your subscription will commence as of the date your payment for the services is received by the Company. Your subscription will continue in full force for the length of the term you specifically purchased (the “Subscription Term”) until such time as you cancel the services as further explained below. The Company will have the right, upon written or email notice to you, to terminate or suspend your subscription, if: (a) you fail to pay the Company any amount due to us; and/or (b) you violate any term or condition of these Terms. The Company shall have the right to terminate or suspend your access to or use of Paid Services with or without cause immediately upon sending written or email notice to you, and your access to and use of the services shall immediately terminate.
In order to provide continuous service, your subscription to Paid Services will automatically renew at the end of the applicable Subscription Term continuously without action by you at the then current rates changed by the Company for such services at the time of renewal. By providing your payment method information for access to and use of Paid Services, you are agreeing to pay such rates, which will automatically renew unless you cancel your subscription prior to the expiration of then current Subscription Term in accordance with these Terms. The rates will be charged to your original payment method automatically at the beginning of the Subscription Term, and at the beginning of each renewal Subscription Term thereafter on the calendar day corresponding to the commencement of your current Subscription Term, unless you cancel such subscription prior to the expiration of the then current Subscription Term in accordance with these Terms. Each renewal Subscription Term will be the same length as the respective initial Subscription Term unless otherwise disclosed to you at the time of sale or renewal. You acknowledge and accept that the rates charged to your payment method may vary from Subscription Term to Subscription Term due to changes in your access and use of Paid Services or applicable taxes, and you authorize the Company to charge your payment method for these amounts.
We reserve the right to change the pricing of Paid Services at any time. In the event of a price change, the Company will post the new pricing on the Services and notify you in advance by sending an electronic communication to the address you have registered with the Company. You agree that we may change the pricing we charge you for Paid Services by providing you with electronic notice through an electronic communication from us and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you do not wish to accept a price change made by us, you may cancel your subscription as described below, otherwise you will be deemed to have consented to the price change and authorize the Company to charge the new price to your payment method. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify the Company within 60 days after they first appear on an account statement.
You will have the right to cancel your subscription to Paid Services at any time upon sending notice to the Company here: firstname.lastname@example.org or cancelling it from within your Account settings. Cancellations are effective at the expiration of the then current Subscription Term and will result in the loss of any data, analysis or information accessible under such subscription without liability to us.
Matching Funds: The Company shall have no responsibility for providing matching funds or ensuring any matching funds are paid, whether related to a Campaign or otherwise.
Taxes: The Company shall have no responsibility for taxes arising in connection with any Contribution or otherwise related to your access or use of the Services. It is solely your responsibility to assess, determine, collect, report or remit the correct tax, if any, to the appropriate tax authority.
Public Content; Public Display: Much of your activity on and through the Services is public, such as content you post publicly on the Platform. Additionally, user profile, account or registration information, including your first and last name, public email address, organization, personal biography, and other information you enter in connection with your user profile, account or registration may be displayed to other Users to facilitate user interaction within the Services. Individuals reading such information may use or disclose it to other individuals or entities without our knowledge and without your knowledge, and search engines may index that information. We therefore urge you to think carefully about including any specific information you may deem private in any Content you Upload or Display on the Services and we are not responsible for any such disclosure.
Promotions: You are not permitted to offer any contest, competition giveaway, sweepstakes or similar activity (each, a “Promotion”) on or through the Services without our prior written consent which consent may be withheld in our sole and absolute discretion.
Data Retention: You acknowledge that the Company has no obligation to retain any Content or data relating to any account, subscription, registration, profile, Campaign, Contribution or otherwise related to the Services. You acknowledge that the Company reserves the right to delete Content and data or to terminate accounts, registrations, subscriptions, profiles or Campaigns at any time and for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom.
Mobile Services: The Services include certain features that may be made available via a mobile device, including the ability to (i) Upload or Display Content on the Services, (ii) browse the Platform or (iii) access certain areas or features of the Services through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access Mobile Services, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event that you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to the person that acquires your old number.
User Conduct: You are solely responsible and liable for all Content that you Upload or Display on the Services or otherwise provide to Users, including Input and any other content on message boards, friend feeds, comments, forums, rooms, workspaces, emails, and other communications functionality or other forums on the Services or elsewhere (collectively “User Content”). If you are not the beneficiary of the Campaign you organize, you agree to deliver all Contributions to the ultimate beneficiary directly and as soon as possible. You agree to fully cooperate with any request we make for evidence we deem necessary to verify your compliance with these Terms.
- Limited License and Prohibited Uses
You may not use the Services for any offensive or illegal use, or any use that is a violation of these Terms, as determined in our sole discretion. We reserve the right to investigate anyone who, in our sole discretion, violates these Terms. We further reserve without limitation, the right to remove any offending Content, suspend or terminate the account, registration or subscription of such violators, suspend or terminate any Campaign, freeze or place a hold on any Contributions, and report you to law enforcement authorities or otherwise take appropriate legal action including seeking restitution on behalf of ourselves and/or Users. Without limiting the foregoing, you agree not to use the Services to:
- Organize a Campaign or make or elicit Contributions with the implicit or explicit purpose of or involving:
- The violation of these Terms or any law, regulation, industry requirement, or third-party guidelines or agreements by which you are bound, including those of payment card providers and transaction processors that you utilize in connection with the Services;
- Any election campaigns that are not run by a registered organization within the supported country;
- Content or Campaigns that are fraudulent, misleading, inaccurate, dishonest, or impossible;
- illegal drugs, narcotics, steroids, controlled substances, pharmaceuticals or other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body, or legal substances that provide the same effect as an illegal drug or other products that present a risk to consumer safety or any related equipment or paraphernalia;
- Knives, explosives, ammunition, firearms, or other weaponry or accessories;
- Annuities, investments, equity or lottery contracts, lay-away systems, off-shore banking or similar transactions, money service businesses (including currency exchanges, check cashing or the like), pyramid schemes, “get rich quick schemes” (i.e., investment opportunities or other services that promise high rewards), network marketing or referral marketing programs, debt collection or crypto-currencies;
- Gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, fantasy sports, horse or greyhound racing, lottery tickets, raffle tickets, auctions and other ventures that facilitate gambling, games of skill or chance (whether or not it is legally defined as a lottery), promotions involving monetary rewards, including gift cards or sweepstakes;
- Campaigns we deem, in our sole discretion, to be in support of, or for the legal defense of alleged crimes associated with hate, violence, harassment, bullying, discrimination, terrorism, or intolerance of any kind relating to race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender or gender identity, or serious disabilities or diseases;
- Activities with, in, or involving countries, regions, governments, persons, or entities that are subject to U.S. and other economic sanctions under applicable law, unless such activities are expressly authorized by the appropriate governmental authority;
- Funding a ransom, human trafficking or exploitation, vigilantism, bribes or bounty;
- Pornography or other sexual content;
- Offensive, graphic, perverse or sensitive content;
- The sale of items before the seller has control or possession of the item;
- Credit repair or debt settlement services;
- The receipt or grant of cash advances or lines of credit to yourself or to another person for purposes other than those purposes clearly stated in the applicable Campaign;
- Publication content (such as mug shots), where the primary purpose of posting such content is to cause reputational harm or raise similar concerns;
- The sale or resale of a service without added benefit to the buyer;
- The aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds;
- Counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;
- Products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party;
- The unauthorized sale or resale of brand name or designer products or services;
- The sale of goods or services that are illegally imported or exported;
- Collecting or providing funds for any purpose other than as described in a Campaign description;
- The sale of securities;
- Any other activity that the Company may deem in its sole discretion to be in support of individuals and/or entities associated with alleged financial crimes including but not limited to corruption, bribery, tax evasion, fraud, and activities of a similar nature; or
- Any other activity that the Company may deem in its sole discretion to be unacceptable.
- Upload or Display any Content on the Services that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to Upload or Display under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; or (vi) in the sole judgment of the Company, violates these Terms or is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose the Company or Users to any harm or liability of any type;
- Interfere with or disrupt servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- Harvest or collect email addresses or other contact or personal information of other Users by electronic or other means; or
- Raise funds for a minor without the express permission of the minor’s guardian unless the funds are transferred into a trust account for the sole benefit of the minor.
With respect to all Contributions you make or accept through the Services, you agree:
- Not to make or accept any Contribution that you know or suspect to be erroneous, suspicious, fraudulent or illegal;
- Not to use the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (“OFAC”);
- To maintain reasonable and standard security measures to protect any information transmitted and received through the Services, including without limitation by adhering to any security procedures and controls required by the Company from time to time;
- To maintain a copy of all electronic and other records related to Campaigns and Contributions as necessary for the Company to verify compliance with these Terms and make such records available to the Company upon our request; for clarity, the foregoing does not affect or limit your obligations to maintain documentation as required by Applicable Laws; and
- At the Company’s request, including without limitation in case of investigations by the Company, a payment processing partner, or a regulatory or governmental authority, fully cooperate in the auditing of such records, investigation of the relevant circumstances and remedy of any uncovered violation or wrongdoing.
You agree to not engage in or use any data mining, robots, spiders, scraping or similar data gathering or extraction methods on or relating to the Services. If you are blocked by the Company from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address).
Any use of the Services other than as specifically authorized by the Company is strictly prohibited. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Services. Any rights not expressly granted to you herein are reserved by the Company.
The Company reserves the right to refuse, condition, suspend or terminate any Campaign or Contribution or other transactions that we believe in our sole discretion may violate these Terms or harm the interests of Users, our business partners, the public, or the Company, or that expose you, the Company, or others to risks unacceptable to us in our sole discretion. We may share any information related to your use of the Services with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your account or registration, your Campaigns, Contributions or User Content, or transactions made through or in connection with your use of the Services.
The Company shall have the right, but no obligation, to monitor all Content and other areas and features of the Services to determine compliance with these Terms and any other operating rules we establish. The Company shall have the right in its sole discretion to edit, refuse to post or remove any Content. We do not control any User Content or Content other Users may Upload or Display on the Services. The Company neither endorses nor is responsible for the accuracy, completeness or reliability of any Content or any opinion, advice or statement on the Services, whether it is provided by the Company, our employees, or a third party. We reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation or governmental request, or to refuse to Upload or Display or to remove any information or materials, in whole or in part, that in the Company’s sole discretion is inappropriate, objectionable or in violation of these Terms. You acknowledge and agree that the Company may preserve Content and may also disclose Content if required to do so by law or in the good-faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process, Applicable Laws or government requests; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of the Company, its Users or the public.
In order to make a Donation, a Donor will be required to provide the Company information regarding its credit card or other payment instrument (“Payment Instrument”) that is linked to the Donor’s account on the Services (a “Billing Account”). You, as a Donor, represent and warrant to the Company that such information is true, that you are authorized to use the applicable Payment Instrument and that you have full right and authority to make the applicable Donation. You agree that a certain minimum donation amount may apply, and that all donation payments are final and will not be refunded unless the Company, in its sole discretion, agrees to issue a refund. The Company uses third-party payment processing partners to bill you through your Payment Instrument and Billing Account for any donation made, and Donors acknowledge that by contributing a Donation, the Donor is agreeing to any and all applicable terms set forth by our payment partners in addition to these Terms.
Donors may have the option to contribute recurring period Donations (your agreement to make such donations on a recurring basis, a “Donation Subscription” and each individual such donation made in connection with a Donation Subscription, a “Donation Installment”), and in electing to contribute on a recurring basis, you, as a Donor hereby acknowledge that Donation Subscriptions automatically renew and have a recurring payment feature, and that unless and until you opt out of the auto-renewal of the Donation Subscription, which can be done through the Platform, any Donation Subscriptions you have signed up for will be automatically extended for successive renewal periods of the same duration as the initial term originally selected. In connection with each of your Donation Subscriptions, you (i) hereby authorize the Company to bill your Payment Instrument in the amount of the applicable Donation Installments in advance on a periodic basis until you terminate such periodic payments by opting out of the Donation Subscription, (ii) accept responsibility for payment of all Donation Installments occurring prior to opt out and (iii) agree to promptly update your Billing Account with any changes (for example, any changes related to your Payment Instrument, such as a change in your billing address or credit card expiration date). Changes to or termination of Donation Subscriptions or Donation Installments will apply only to Donation Installments that take place after the Company receives notice of such change or termination. The Company does not provide refunds of any amounts received in connection with previously made Donation Installments. Additionally, by enrolling in any Donation Subscriptions, you acknowledge and agree for any and all such Donation Subscriptions, that (a) the ongoing maintenance and operation of Donation Subscriptions and each Donation Installment are the sole responsibility of, and subject to the sole discretion of, the individual or entity responsible for managing and receiving the Donation Subscription (e.g., Campaign Organizer), (b) individual Donation Installments may not be tax deductible, even if previous Donation Installments for the same Donation Subscription were, and the amount of each Donation Installment that is tax deductible may vary, (c) one or more specific Donation Installment may not be provided to or received by the applicable cause or Campaign if such cause or Campaign becomes unavailable, unable to accept Donations, or chooses to stop receiving Donations, which may occur for various reasons, such as if the cause or Campaign becomes subject to an investigation or is suspended or removed from the Services by the Company or (d) the amounts actually received by the applicable Campaign or cause may differ from one Donation Installment to the next (for example, if the transaction fees associated with the Donation Installment change). Your non-termination of a Donation Subscription reaffirms that the Company is authorized to charge your Payment Instrument for the Donation Subscription in accordance with these Terms. This does not waive our right to seek payment directly from you.
Account Holds: From time to time, the Company may (in our sole discretion) place a hold on a Campaign account (a “Hold”) restricting withdrawals of Donations or access to Input. Some of the reasons that we may place a Hold include if we have reason to believe (in our sole discretion) that (i) Content provided by or to a User is false, misleading, fraudulent, illegal or violates the rights of any third party, or that Contributions are being used in an illegal or prohibited manner, (ii) Contributions should be provided directly to a person other than a Campaign Organizer (such as a legal beneficiary or person entitled by law to act on behalf of a Campaign Organizer), (iii) a User or Campaign has violated these Terms, (iv) the Campaign Organizer is colluding with Users to engage in fraudulent activity, (v) there may be suspicious or fraudulent activity, or (vi) we are required by a court order, subpoena, writ, injunction, or as otherwise required under Applicable Laws. If you have questions about a Hold we may have placed on your account, or need information about how to resolve the Hold, please contact us at email@example.com.
Accessing Contributions; Refunds: Contributions may not be available to you or beneficiaries of a Campaign for withdrawal, use or access immediately, and the Company does not guarantee that Contributions will be available to you within any specific time frame, and the Company expressly disclaims any and all responsibility for any delay or inability to access or use such contributions at any specified time, and any consequences arising from such delay or inability. You, as a Campaign Organizer, are responsible for ensuring that the information you provide to the Company in order to gain access or process a withdrawal, including your bank account information, is accurate and up to date. The Company may, at any time, for any reason, without notice, and in its sole discretion, offer or issue a refund of any Donation with or without consulting with you, which may comprise the entire amount donated to your Campaign without liability to you or any third party. The Company is not liable to you or to any third party for any claims, damages, costs, losses, or other consequences caused by the Company issuing refunds, including, but not limited to transaction or overdraft fees, or otherwise restricting access to any Contributions.
Special Notice for International Use; Export Controls: Software available in connection with the Services and the transmission of applicable data, if any, or Content may be subject to export controls and economic sanctions laws of the United States or other jurisdictions. No such software or Content may be downloaded from the Services or otherwise exported or re-exported in violation of such export control and economic sanctions laws. Downloading or using such software and Content is at your sole risk. You agree to comply with all Applicable Laws regarding your use of the Services, including as it concerns online conduct and acceptable content.
5. Intellectual Property Rights
Ownership: The Services and all technology and software underlying same are expressly owned and operated by the Company or licensed by the Company from certain third parties. Unless otherwise noted, the design and content features on the Services, including without limitation: information and other materials, illustrations, product layout and design, icons, navigational buttons, images, artwork, graphics, photography, text, data, audio sound, software, APIs, URLs, and the like, as well as the selection, assembly and arrangement thereof (collectively, the “Site Information”), are owned by the Company or licensed by the Company from certain third parties. The Company owns all data and information resulting or derived from any use of the Services, including, but not limited to, search results, and any and all analytics, correlations, data queries, and patterns and trends compiled, prepared, identifiable or resulting from such data or information. Content is owned by the Company (or licensed from certain third parties) and/or owned by certain third parties. For the avoidance of doubt, the Company owns the copyright in the selection, compilation, assembly, arrangement and enhancement of the Content on the Services.
The Services, as a whole and in part, are protected by copyright, trademark, service mark, trade name, and other intellectual property and proprietary rights, and all other applicable rights are reserved. The trademarks, logos, trade dress, trade names, trade identities and service marks (“Marks”) Uploaded or Displayed on the Services are registered trademarks of their respective owners, are the property of their respective owners, and/or are protected by U.S. and international trademark and/or copyright laws and/or common law. Their uses are restricted to programs, events, products or services that the Company sponsors or with which we are otherwise affiliated. The Company’s Marks may not be used for personal financial gain and all goodwill generated from the use of such Marks will inure to our exclusive benefit. Use of the Marks is prohibited without the Company’s express written consent except as permitted by Applicable Laws. Nothing Uploaded or Displayed on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Marks without the Company’s express written consent.
You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Services or the Site Information, and you must retain all copyright, trademark, service mark and other proprietary notices contained on the Services or in the original Site Information on any authorized copy you make of the Services or the Site Information.
Widgets: Our widgets are software tools that you may place on your website to permit your visitors to access our Website (each, a “Widget”). Subject to your compliance with these Terms, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to use and display the Widget on your website for your own personal or internal business purposes. We reserve the right to discontinue providing any Widget at any time, or to direct you to cease displaying, or otherwise using, any Widget for any or no reason, without liability to you or any third party. You may not use the Widget for any other purpose without our prior written consent, and nothing in the Terms shall be deemed to grant you any right, title or interest in the Widget. In addition, you may not, with any products or services for sale: (a) use the Widget (or any Content displayed in connection with or through it) in any manner that would constitute an endorsement by us of any product, service, activity or brand contained on your website; (b) place the Widget on any website that includes content that is offensive, harassing, threatening, abusive, discriminatory, vulgar, pornographic, or otherwise inappropriate, as determined by us in our sole discretion; or (c) use the Widget in any manner that prevents the end users of your website from linking directly to the application page of our Services.
Feedback: You agree that submission of any ideas, suggestions, documents, and/or proposals to the Company through its suggestion, feedback, forum or similar pages, or any other channels (“Feedback”) is at your own risk and that the Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully transferable and sublicensable right (through multiple tiers) and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, without acknowledgement or compensation to you.
User Content: Subject to the license you grant under these Terms related to User Content, you retain whatever legally cognizable right, title, and interest that you have in your User Content and you remain ultimately responsible for it.
You agree that: (a) your User Content will be treated as non-confidential – regardless of whether you mark it “confidential,” “proprietary,” or the like – and will not be returned; and (b) the Company does not assume any obligation of any kind to you or any third party with respect to your User Content. Upon our request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User Content may not be secure, and you will consider this before Uploading or Displaying any User Content on the Services and do so at your own risk. We do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for music, websites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you Upload or Display on the Services or otherwise send to us are deemed User Content and licensed to us as set forth below. In addition, the Company retains all of the rights held by you of the general public with regard to your Unsolicited Ideas and Materials. The Company’s receipt of your Unsolicited Ideas and Materials is not an admission by us of their novelty, priority, or originality, and it does not impair our rights to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
You grant to us the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so.
In order to further effect the rights and license that you grant to us to your User Content, you also hereby grant to us, and agree to grant to us, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted under this paragraph.
We may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User Content, and we may, in our sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User Content without notice or any liability to you or any third party. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms. Such User Content submitted by you or others need not be maintained on the Services by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User Content on the Service or elsewhere.
Each time you submit any User Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and that, as to that User Content: (a) you are the sole author and owner of the intellectual property and other rights to the User Content, or you have a lawful right to submit the User Content and grant us the rights to it that you are granting by these Terms, all without any obligation to us to obtain consent of any third party and without creating any obligation or liability of us; (b) the User Content is accurate and not misleading; (c) the User Content does not and, as to our permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User Content will not violate these Terms, or cause injury or harm to any person.
The Company has no obligation to monitor or enforce your intellectual property rights or other rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling actions in your name and on your behalf (at our cost and expense, to which you hereby consent and irrevocably appoint the Company as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
6. Copyright Complaints; Digital Millennium Copyright Act
If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below.
We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to the Company’s Copyright Agent at firstname.lastname@example.org (Subject line: “DMCA Takedown Request”).
Our designated copyright agent to receive DMCA Notices is:
Commissioned Copyright Agent:
Attn: James Kramer
5440 W 110th St, Suite 300
Overland Park KS 66211
To be effective, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Services, with enough detail that we may find it on the Services;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to Upload or Display the content in your User Content, you may send a written counter-notice containing the following information to the above-listed Copyright Agent:
- your physical or electronic signature;
- identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- a statement that you have a good-faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, the Company will send a copy of the counter-notice to the original complaining party, informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
We may, at our sole discretion, limit access to the Services and/or terminate the accounts or registrations of any User who infringes any intellectual property rights of others.
7. Third Party Websites/Services and Materials
The Services, or third parties on or through the Services, may provide or facilitate links, tools, widgets or other features that allow you to access other sites, services and resources provided by third parties (collectively, “Third-Party Resources”). The Company has no control over such Third-Party Resources or any products, services or content made available through or by such Third-Party Resources, or the business practices of the third parties providing such Third-Party Resources, and the Company is not responsible for and does not endorse such Third-Party Resources or the products, services or content made available thereby. You acknowledge that the Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third-Party Resources. You further acknowledge and agree that the Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such Third-Party Resources. Any dealings you have with third parties found while using the Services are between you and the third party and may be subject to additional terms provided by the third party, which you agree to by using such Third-Party Resources, and you agree that the Company is not liable for any loss or claim that you may have against any such third party.
Under no circumstances will the Company be liable or responsible in any way for any Content of any third parties (including Users, Campaign Organizers or advertisers), including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that the Company does not pre-screen Content, but that the Company and its designees will have the right (but not the obligation) in their sole discretion to refuse, remove, or allow any Content to be Uploaded or Displayed on the Services at any time and for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom.
8. Indemnity and Release
Indemnification: You agree to indemnify, defend and hold the Company and its affiliates and subsidiaries, if any, and our and their respective owners, officers, directors, employees, licensors and agents (individually and collectively, “Company Parties”), harmless from and against any and all claims, demands, actions, costs, liabilities, losses, injuries, and damages of any kind (including attorneys’ fees) resulting from, arising out of or relating to your use of or access to the Services, including: (a) your use, misuse or abuse of the Services, Site Information, Content, Contributions or any information, content, funds or other materials you receive in connection with your access to or use of the Services or Site Information (including without limitation Input, Donations and User Content); (b) your breach of any provision of these Terms; (c) any Campaign, event, Promotion or prize; (d) your connection to the Services; (e) disputes between you and any other User; or (f) your access or use of Third-Party Resources or any other third party Content or service. You will cooperate as fully as reasonably required in the Company’s defense of any claim, and you agree that the Company has the right to conduct its own defense of any claims at its own discretion, and that you will indemnify the Company for the costs of its defense (including, but not limited to attorneys’ fees.). You shall not in any event settle any matter without the Company’s written consent.
RELEASE: YOU HEREBY AGREE TO RELEASE THE COMPANY FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR ACCESS TO THE SERVICES, THE SITE INFORMATION, CONTENT, USER CONTENT, THIRD-PARTY RESOURCES OR ANY MATERIALS, INFORMATION OR CONTENT AVAILABLE OR DISPLAYED THROUGH THE SERVICES. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN SUBSTANCE, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Security of the Services. The Company strives to protect your information, but we cannot ensure or warrant the security of any information or materials you transmit to us or the Services, and you do so at your own risk and without liability to us.
9. Disclaimer of Warranties
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM AND EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
THE COMPANY AND ITS AFFILIATES MAKE NO WARRANTY OR CONDITION THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
All Contributions are made at your own risk. When you make a Contribution, it is your responsibility to understand how your Donation or Input will be used. The Company does not warrant that Contributions will be used for any particular purpose and is not responsible for any misuse of the Contribution. The Company is not responsible for any rewards, Promotions, events, or any other offers or promises made by Campaign Organizers in exchange for Contributions. Contributors are not permitted to impose restrictions on the use of Contributions, and any purported restrictions shall constitute non-binding recommendations only and the Campaign Organizer shall have full discretion to determine how all Contributions will be used, subject to the restrictions set forth herein.
10. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, (B) DAMAGES FOR LOSS OF PROFITS, (C) DAMAGES FOR LOSS OF GOODWILL, (D) DAMAGES FOR LOSS OF USE, (E) DAMAGES FOR LOSS OR CORRUPTION OF DATA, OR (F) DAMAGES FOR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM YOUR USE OF OR ACCESS TO THE SERVICES, INCLUDING BUT NOT LIMITED TO (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) ANY CAMPAIGNS, PROMOTIONS OR RELATED PRIZES OR REWARDS MADE AVAILABLE THROUGH THE SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (VI) RELATED TO CONTENT, CONTRIBUTIONS, CAMPAIGNS, THIRD-PARTY RESOURCES OR OTHER USERS; OR (VII) ANY OTHER MATTER RELATING TO THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES (INCLUDING CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE) OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID THE COMPANY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICES OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICES, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, CODE, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED OR OTHER RIGHTS, LICENSED, USED OR CONTROLLED BY THE COMPANY (INCLUDING YOUR LICENSED USER CONTENT) OR A LICENSOR OF THE COMPANY.
ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.
Notwithstanding the foregoing, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either of us to (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) file suit in a court of law to address an intellectual property infringement claim.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Our current address for Notice is: Commissioned, LLC, 5440 W 110th St, Suite 300, Overland Park KS 66211. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to work with you and make a good faith effort to resolve the claim directly, but if we aren’t successful within 60 days after the Notice of Arbitration is received, you or we may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by either of us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Any arbitration hearing will take place at an agreed upon location in Overland Park, Kansas. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
NO CLASS ACTIONS: YOU AND WE AGREE THAT EACH MAY BRING CLAIMS TO THE FULLEST EXTENT LEGALLY PERMISSIBLE AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
Modifications to this Arbitration Provision. If we make any future change to this arbitration provision, other than a change to our address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to our address for Notice of Arbitration, in which case your account and/or registration with us will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.
Enforceability. If this Disputes section is found to be unenforceable, then the entirety of this Disputes section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in the General section below will govern any action arising out of or related to these Terms.
Confidentiality. We each agree to keep the arbitration proceedings, all information exchanged between us, and any settlement offers confidential, unless otherwise required by law or requested by law enforcement or any court or governmental body. However, we may each disclose these matters, in confidence, to our respective legal counsel, accountants, auditors, and insurance providers.
You agree that the Company, in its sole discretion, may suspend or terminate any account, registration, subscription, or your access to the Services (or any part thereof) in general, and remove and discard any content or data at any time and for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom.
13. User Disputes; Other Agreements
You agree that you are solely responsible for your interactions with any other User and the Company will have no liability or responsibility with respect thereto. The Company reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User.
In some cases, these Terms are in addition to any separate agreements, consents, authorizations, releases or other documents (each, a “User Agreement”) that Users may enter into in connection with their relationship with other Users outside of the Services, including User Agreements that may be entered into related to these Services. Users who are parties to any User Agreement are each responsible to the other for complying with the terms of the User Agreements, and you acknowledge that the Company has no control over either party’s compliance. Among other things, the Company cannot control: (a) the provisions of the User Agreements, (b) the accuracy or legality of the User Agreements or the products or services provided, or (c) any party’s performance of its obligations under the User Agreements. Accordingly, you acknowledge and agree that the Company will not be held responsible or liable under User Agreements and the Company is not a party to any User Agreement or other transactions between Users that may take place outside of the Services.
14. Entire Agreement
These Terms, Additional Terms and applicable Subscription Agreements, and any subsequent written revisions thereof, comprise the entire agreement between you and us regarding the use of and access to the Services, superseding any prior oral or written agreements or communications between you and us related to such use and access. No usage of trade or other regular practice or method of dealing between you and us will be used to modify, interpret, supplement or alter in any manner any express terms of these Terms, Additional Terms or applicable Subscription Agreements.
15. Waiver and Severability
No waiver of any provision of these Terms or any rights or obligations hereunder will be effective, except when done in a writing signed by the party granting the waiver, and any waiver will be effective only in the specific instance and for the specific purpose stated in that writing.
a. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third-party software, and you agree to comply with such additional terms. These Terms will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, you and the Company agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Johnson County, Missouri.
b. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
c. You may not assign these Terms without the prior written consent of the Company, but the Company may assign or transfer these Terms, in whole or in part, without restriction.
d. You consent to receive all communications from the Company, including any communications or notices contemplated herein, electronically and we may communicate with and provide any notice to you by email or other electronic communication or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing.
e. The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
f. If you are accessing or using the Services from outside of the U.S., by visiting or using the Services and/or providing us with any User Content specifically or Content generally, you agree to comply with all federal, state and provincial laws governing the Services, online conduct and acceptable Content and User Content. You further agree to comply with all applicable laws regarding the transmission of data exported from the United States or the country in which you reside.
17. Communications and Contract Information
EFFECTIVE DATE: May 18, 2020