Terms of Service

This agreement contains a mandatory arbitration provision and waiver of jury trial. Please read it carefully before agreeing

Last Updated: July 18th, 2024

Fundraise Up Inc. (hereinafter “Fundraise Up,” “we” or “us”) provides this website (https://fundraiseup.com/) (the “Site”), the application (the “Application”), our application programming interface (“API”), our cloud-based platform (“Software”), and the associated data, services, information, tools, functionality, updates and similar materials delivered or provided by us (collectively, together with the API and the Software, the “Service”), subject to your agreement to and compliance with the conditions set forth in this Terms of Service agreement (the “Agreement”).

This Agreement sets forth the legally binding terms and conditions governing your use of the Service. By using the Service or otherwise entering into this Agreement, you are creating a binding contract with us. If you do not agree to these terms and conditions, you may not use the Service.

This Agreement is subject to change. If this Agreement changes, we will let you know by posting the revised Agreement on the Service and/or otherwise making you aware of the changes. Your continued use of the Service following our notice of changes to this Agreement (or other method of legal acceptance) means you accept such changes. Please refer to the “Last updated” date above to see when this Agreement was last updated.

License

As long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access, receive, and use the Service. No rights not explicitly listed are granted.

Incorporated Terms

The following additional terms are incorporated into this Agreement as if fully set forth herein:

Privacy Policy – available at https://fundraiseup.com/privacy
Copyright Policy
Complaint Policy (including Trademark and Privacy)

Platform Overview

The Service, among other functionality, is designed to enable a user, whether a corporate entity or an individual, to solicit donations (in such case, a “Customer”) or to make donations (in such case a “Donor”, and together with the Customer and their respective employees, and other permitted users, the “End Users”). Each End User must register for an account with the Service (the “Account”). Upon a Customer creating an Account, it will be able to create one or more campaigns (each a “Campaign”) to raise funds/solicit donations (“Donations”). A Donor wishing to make recurring Donations to one or more Customers and/or Campaigns, must create an Account.

Each Account must paired with one or more payment methods (“Payment Method”), including without limitation your bank account, credit card number, your credit card verification or other security code, the expiration date of your credit card, and your address. All information about your Payment Method(s) must be accurate and complete before you can receive or make any donations. Verification of information may be required prior to the completion or acknowledgment of setting up any Payment Method.

The Service may also include functionality that allows Customers to accept donations in the form of cryptocurrency donations. To use the cryptocurrency functionality, Customer must obtain and maintain an account with a third-party cryptocurrency exchange platform or similar third-party platforms or services. Customers will be required to connect such third-party platforms or services to their Account via application programming interface. The Software may also permit Customers to customize the branding, and look and feel of some of the Software’s elements, checkout process, emails, and Donor portal (“Customer Customizations”), communicate through the Software, and otherwise present itself and its activities on the Software. All Content (as defined below) provided by the Customer in the course of the Customer Customizations and Customer’s use of the Software is and shall remain the property of Customer or its applicable licensor(s). Customer grants to Fundraise Up a non-exclusive, worldwide, royalty-free license to use, reproduce, modify and prepare derivative works of the Content, for the purpose of using and distributing the Content on the Software at Customer’s direction, facilitating Customer’s communications on the Software, for private back-end operations of the Software and for any other purpose that Customer instructs.

The Software may also permit Customers to customize the branding, and look and feel of some of the Software’s elements, checkout process, emails, and Donor portal (“Customer Customizations”), communicate through the Software, and otherwise present itself and its activities on the Software. All Content (as defined below) provided by the Customer in the course of the Customer Customizations and Customer’s use of the Software is and shall remain the property of Customer or its applicable licensor(s). Customer grants to Fundraise Up a non-exclusive, worldwide, royalty-free license to use, reproduce, modify and prepare derivative works of the Content, for the purpose of using and distributing the Content on the Software at Customer’s direction, facilitating Customer’s communications on the Software, for private back-end operations of the Software and for any other purpose that Customer instructs.

In order to download and use the Application, you must download it from either your Apple App Store or Google Play Store (each an “App Store”) account to your mobile device.

For the purposes of this Agreement, if you are an employee, agent, or other representative of a company or an organization, “you”, “your”, and similar terms shall refer to such entity and your ability to bind it legally to the terms of this Agreement.

Eligibility

You must be at least eighteen (18) years old to use the Service as an End User. By using the Service, you represent that you meet the applicable minimum age requirement.

Some parts or all of the Service may not be available to the general public, and we may impose eligibility rules from time to time. We reserve the right to amend or eliminate these eligibility requirements at any time.

By requesting to use, registering to use and/or using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and you commit to abide by all of the terms and conditions herein.

Important Notices

While we make reasonable efforts to ensure that the Service remains reasonably available, we do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that users will be able to access or use the Service, or its features, at all times.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice.

The Service may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice.

The materials appearing on or through the Service including but not limited to summaries, descriptions, publications and any other such materials, are not intended to and DO NOT constitute financial, investment, or business advice. Those accessing the materials appearing on the Service should not act upon them without first seeking financial, legal or other counsel, as these materials are general in nature, and may not apply to particular factual or legal circumstances. The materials should not be used as a substitute for consultation with a professional adviser.

Customer agrees to periodic operating tests, including A/B tests or split test, on the Service that may be performed by Fundraise Up and that may affect the layout, appearance, user experience, or other functionality of the Platform. Any data or information from such tests shall be Usage Data, as defined in our Privacy Policy.

Subscriptions, Cancellations and Payments

The Service may require the payment of fees for ongoing, self-renewing subscription access to the Service (a “Subscription”). If you are a Customer, your Payment Method may be charged in the amounts and at the times identified in the Subscription you select (“Subscription Fees”). After signing up for a Subscription, you are responsible for the provisioning and protection of credentials or otherwise providing access to the Service to your employees (as applicable). When you sign-up for a Subscription, you will be granted access to the Service for the length of time identified when you sign-up. We reserve the right to change the applicable Subscription fees or charges and to institute new subscription fees and charges at the end of the current Subscription term, upon thirty (30) days’ prior notice to you, which may be sent by email or by posting the revised or new fees to the Service.

In addition to Subscription Fees, upon completion of a Donation on the Service, the Customer may incur a fee in the amount identified in an order or otherwise on the Platform (“Transaction Fee” and together with Subscription Fees, the “Fees”). By default, the Transaction Fees will be immediately deducted from the Donation on the Service. However, the Customer may enable certain functionality in the Service to give Donors the option to pay the Transaction Fee in addition to the Donation. Except as otherwise agreed by Fundraise Up and a Donor, the Donor’s Payment Method shall be charged for Donations immediately upon making such Donation. Additionally, if the Customer enables the functionality described above, and Donor opts to also pay for the Transaction Fee, then we shall charge the Donor’s Payment Method at the time of the Donation instead of deducting such Transaction Fee from the Donation in question. Any Transaction Fees for cryptocurrency donations that are not, or cannot be, immediately deducted, or paid for by the Donor, shall be invoiced to Customer as described below.

All Fees are due and payable as set forth below or in an order, as applicable. Fees and other charges described in an order do not include federal, local, foreign, or similar transaction taxes (“Taxes”) now or hereafter levied, all of which shall be Customer’s responsibility. If we are required to pay Taxes on Customer’s behalf, the Customer shall be invoiced for such Taxes, and Customer shall reimburse Fundraise Up for such amounts as described herein.

We will invoice Transaction Fees for cryptocurrency donations, at the end of the calendar month in which such donation was made, with payment due within five (5) days of the date of the invoice. Except for the foregoing, Customer will be invoiced for the Fees as set forth in the applicable order. If no payment terms are provided in an order, we will invoice Customer, at our election (i) on a monthly basis in advance, with all invoices due no less than five (5) days before the start of the month to which the invoice applies, or (ii) when such Fees are due, with such invoice being due within five (5) days of issuance by us. Fundraise Up shall have the right to assess a late payment charge on any overdue amounts equal to the lesser of five percent (5%) per month, or the highest rate allowed by law.

UNLESS YOU CANCEL BEFORE RENEWAL AND EXCEPT WHERE PROHIBITED BY LAW, SUBSCRIPTIONS AUTOMATICALLY RENEW FOR AN ADDITIONAL TERM OF THE SAME LENGTH UPON EXPIRATION. FEES OR CHARGES DURING ANY SUCH RENEWAL TERM SHALL BE THE SAME AS THAT DURING THE PRIOR TERM UNLESS WE HAVE GIVEN YOU NOTICE OF AN INCREASE AS DESCRIBED HEREIN, IN WHICH CASE THE INCREASE SHALL BE EFFECTIVE UPON RENEWAL AND THEREAFTER.

YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME, BUT YOU WILL NOT BE ENTITLED TO A REFUND FOR ANY PAST PAYMENTS OR FUTURE PAYMENTS DUE DURING THE REMAINDER OF YOUR CANCELLED TERM. IF YOU CANCEL BEFORE THE END OF YOUR SUBSCRIPTION, YOU WILL BE CHARGED THE ENTIRE REMAINING SUBSCRIPTION FEES AT THAT TIME.

TO CANCEL YOUR SUBSCRIPTION, PLEASE LOGIN TO THE SERVICES AND FOLLOW THE INSTRUCTIONS THEREIN OR EMAIL SUPPORT@FUNDRAISEUP.COM FROM THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT WITH THE SUBJECT “CANCEL MY SUBSCRIPTION.”

To collect and/or process Fees, we may use a third-party payment processor (the “Payment Processor”) to bill payments to End Users. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. You agree to provide us accurate and complete information about you and your chosen Payment Method. You authorize us to share such information as well as transaction information with the Payment Processor. As an End User purchasing a Subscription, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for such Subscription. You agree to make payment using that selected Payment Method, and you authorize us, through the Payment Processor, to charge your Payment Method at the times and in the amounts associated with such Subscription. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. You represent and warrant that you have the legal right to use any credit card(s) or other payment means used to initiate any transaction.

For any subscription products, you agree that your license to the Service is not a service, repair or maintenance to real or personal property.

The current range of Fee rates and tiers are available for review on the Service.

All transactions are final, and no refunds are available from Fundraise Up.

Rules of Conduct

Your use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.

You represent and warrant:

that the information that you have provided on the Service is complete, accurate and true, and agree to update it as necessary;
you, and if applicable the business or entity you represent on the Service, are qualified to post, upload, communicate with other users about, and make decisions based upon, the materials or information that you make available, or that is otherwise available on, the Service, as required by applicable law, regulation and best industry standards; and
you are not a competitor of Fundraise Up.

You agree that you will not violate any applicable law or regulation in connection with your use of the Service.

You agree not to distribute, upload, make available or otherwise publish through the Service any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto (“Submissions”) or graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (collectively “Content”) that:

is unlawful or encourages another to engage in anything unlawful;
contains a virus or any other similar programs or software which may damage the operation of our or another’s computer;
violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, right of privacy or publicity or other intellectual property right of any party; or
is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening or bullying.

You must keep your username and password and any other information needed to login to the Service, if applicable, confidential and secure. We are not responsible for any unauthorized access to your account or profile by others.

You further agree that you will not do any of the following:

breach, through the Service, any agreements that you enter into with any third parties;
stalk, harass, injure, or harm another individual through the Service;
modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;
interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;
transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;
attempt to probe, scan or test the vulnerability of a system or network of the Service or to breach security or authentication measures without proper authorization;
take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
harvest or collect the email address, contact information, or any other personal information of other users of the Service;
use any means to crawl, scrape or collect content from the Service via automated or large group means;
make available false, incomplete or misleading information to the Service, or otherwise provide such information to us;
impersonate any other person or business;
attempt to access or access any portion of the Service that is not public; or
attempt to override or override any security measures in place on the Service.

We reserve the right, in our sole discretion, to protect End Users from violators and violations of these rules of conduct, including but not limited to restricting your use of the Service, immediately terminating your use of the Service, or terminating your use of the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.

Content Submitted or Made Available to Us

You are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of any Content. However, in order for us to provide the Service, we need your permission to process, display, reproduce and otherwise use content you make available to us.

Therefore, if you choose to submit any Content to the Service, or otherwise make available any Content through the Service, you hereby grant to us a perpetual, irrevocable, transferable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, transmit, distribute, translate and create derivative works from any such Content for purposes of providing the Service, including without limitation distributing part or all of the Content in any media format through any media channels, including but not limited to the right to commercially use the rights of publicity, persona, trademark, image and name of the individuals and entities depicted in such Content.

By submitting any Content or Submissions to us you hereby agree, warrant and represent that: (a) the provision of the Content and Submissions is not a violation of any third-party’s rights; (b) all such Submissions and Content are accurate and true; (c) we shall be entitled to use or disclose the Content or Submissions in any way, in accordance with this Agreement, our Privacy Policy, available here https://fundraiseup.com/privacy; and (d) you are not entitled to compensation or attribution from us in exchange for the Submissions or Content.

You acknowledge that we are under no obligation to maintain the Service, or any information, materials, Submissions, Content or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material at any time.

Our Intellectual Property

Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The “look” and “feel” of the Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.

You acknowledge that the software used to provide the Service, and all enhancements, updates, upgrades, corrections and modifications to the software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property or that of our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.

Data Collection and Use

You understand and agree that our Privacy Policy, https://fundraiseup.com/privacy, shall govern the collection and use of data obtained by us through your use of the Service. Customers acknowledge and agree that we may direct End Users to our Privacy Policy so that they may become familiar with our practices. You represent and warrant that your privacy policy shall not conflict with the Fundraise Up Privacy Policy, and that in the event of such conflict, the terms of our Privacy Policy shall control.

Enforcement and Termination

We reserve the right to deny all or some portion of the Service to any End User, in our sole discretion, at any time, and to terminate any End User at any time. Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law.

All grants of any rights from you to us related to Content, Submissions, or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.

In the event that we terminate an End User without cause, we may waive future charges or issue to such End User a pro rata refund of any pre-paid amounts.

Third Party Links

The Service may contain links. Such links are provided for informational purposes only, and we do not endorse any website or services through the provision of such a link, nor do we promote or endorse any App Store.

The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third parties. We do not endorse any third party, including the App Stores, or third-party content that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected, reformatted or otherwise edited by us.

Publicity

You acknowledge and agree that we may make public the execution of this Agreement or your use of the Service for marketing purposes. You agree that we may include your name, logo, and image and likeness (if applicable) on the Site, a list of our customers and in other marketing materials, which may be made public, and grant to us an irrevocable, perpetual, worldwide, royalty free, freely assignable and transferable license to your name, logo, and image and likeness (if applicable) to do so.

Disclaimers

EXCEPT WHERE NOT PERMITTED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, AND WE, AND OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND IN AND TO THE SERVICE. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.

FURTHER, OPINIONS, ADVICE, STATEMENTS, OFFERS, SUBMISSIONS OR OTHER INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICE, BUT NOT DIRECTLY BY US, ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND SHOULD NOT BE RELIED UPON. WE HAVE NO CONTROL OVER THE QUALITY, SAFETY, OR LEGALITY OF SUCH CONTENT, AND MAKE NO REPRESENTATIONS ABOUT SUCH CONTENT. THE RESPECTIVE AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS THAT YOU MAKE BASED UPON SUCH CONTENT. FURTHER, CUSTOMERS ARE SOLELY RESPONSIBLE FOR OBSERVING AND COMPLYING WITH ANY ‘KNOW YOUR CUSTOMER’ LAWS OR REGULATIONS WITH RESPECT TO DONORS (AND SIMILAR RULES, STANDARDS, LAWS, OR REGULATIONS WHETHER BY GOVERNMENT OR APPLICABLE INDUSTRY), AS WELL AS ANY CONVERSION RATE FLUCTUATION, AND THIRD-PARTY FEES, AND CUSTOMER AGREES AND ACKNOWLEDGES THAT FUNDRAISE UP SHALL HAVE NO LIABILITY OR OBLIGATION WITH RESPECT TO ANY OF THE FOREGOING.

USE OF THE SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL INFORMATION OR COMPONENTS. FUNDRAISE UP DOES NOT SUPPLY OR IN ANYWAY CONTROL ANY THIRD-PARTY TOOLS, SERVICES, OR PLATFORMS (INCLUDING, BUT NOT LIMITED TO, THOSE INTEGRATED WITH OUR SERVICE VIA THE CUSTOMER’S USE OF AN API, AND THOSE USED BY CUSTOMER FOR CHECK-OUT, PAYMENT PROCESSING FUNCTIONS, OR FOR ACCEPTING DONATIONS IN THE FORM OF CRYPTOCURRENCY DONATIONS) USED BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT. THEREFORE, FUNDRAISE UP HAS NO RESPONSIBILITY FOR, AND MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD-PARTY TOOLS, SERVICES, OR PLATFORMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS, OR BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE, ANY ACTS OR OMMISSIONS BY THE APP STORES, OR THE ACTIONS YOU TAKE BASED ON THE SERVICE OR THE CONTENT THEREIN, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE.

CRYPTOCURRENCY DONATIONS. ALL PRICES AND AVAILABILITY OF CRYPTOCURRENCIES ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE PRICE, CONVERSION RATES AND LIQUIDITY OF CRYPTOCURRENCIES, ARE EXTREMELY VOLATILE AND MAY BE SUBJECT TO LARGE FLUCTUATIONS. FLUCTUATIONS IN THE PRICE AND CONVERSION RATES OF OTHER CRYPTOCURRENCY COULD MATERIALLY AND ADVERSELY AFFECT CRYPTOCURRENCIES, WHICH MAY ALSO BE SUBJECT TO SIGNIFICANT PRICE AND CONVERSION RATE VOLATILITY. IN ADDITION, LEGISLATIVE AND REGULATORY CHANGES OR ACTIONS AT THE STATE, FEDERAL, OR INTERNATIONAL LEVEL MAY ADVERSELY AFFECT THE USE, TRANSFER, EXCHANGE, AND VALUE OF CRYPTOCURRENCIES. CRYPTOCURRENCIES ARE NOT LEGAL TENDER AND ARE NOT BACKED BY ANY GOVERNMENT. TRANSACTIONS IN CRYPTOCURRENCIES MAY BE IRREVERSIBLE, AND, ACCORDINGLY, LOSSES DUE TO FRAUDULENT OR ACCIDENTAL TRANSACTIONS MAY NOT BE RECOVERABLE. SOME TRANSACTIONS IN CRYPTOCURRENCIES SHALL BE DEEMED TO BE MADE WHEN RECORDED ON A PUBLIC LEDGER, WHICH IS NOT NECESSARILY THE DATE OR TIME THAT THE TRANSACTION WAS INITIATED. THE VALUE OF A CRYPTOCURRENCY MAY BE DERIVED FROM THE CONTINUED WILLINGNESS OF MARKET PARTICIPANTS TO EXCHANGE FIAT CURRENCY OR CRYPTOCURRENCY FOR CRYPTOCURRENCY, WHICH MAY RESULT IN THE POTENTIAL FOR PERMANENT AND TOTAL LOSS OF VALUE OF A PARTICULAR CRYPTOCURRENCY SHOULD THE MARKET FOR THAT CRYPTOCURRENCY DISAPPEAR. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE NATURE, POTENTIAL VALUE, SUITABILITY, AND APPROPRIATENESS OF THESE RISKS. WE DO NOT GIVE ADVICE OR RECOMMENDATIONS REGARDING CRYPTOCURRENCIES, INCLUDING THE SUITABILITY AND APPROPRIATENESS OF, AND INVESTMENT STRATEGIES FOR, CRYPTOCURRENCIES. CUSTOMER ASSUMES THE RISK ASSOCIATED WITH ACCEPTING CRYPTOCURRENCY DONATIONS VIA THE PLATFORM. FUNDRAISE UP IS NOT RESPONSIBLE FOR FLUCTUATIONS IN PRICE OR CONVERSION RATES OF CRYPTOCURRENCIES, OR THE LEGAL OR REGULATORY STATUS OF CRYPTOCURRENCIES. CRYPTOCURRENCY TRANSFERS TAKE PLACE VIA THIRD-PARTY EXCHANGES AND BROWSER EXTENSIONS, AND ARE DEPENDENT UPON THE FUNCTIONALITY OF DECENTRALIZED BLOCKCHAIN TECHNOLOGY. ACCORDINGLY, FUNDRAISE UP IS NOT RESPONSIBLE FOR (I) ANY TRANSFER OF ANY CRYPTOCURRENCY; (II) CUSTOMER’S COMPLIANCE WITH THIRD-PARTY TERMS AND CONDITIONS; (III) CUSTOMER’S PAYMENT OBLIGATIONS TO THIRD PARTIES; (IV) THE ACTS OR OMISSIONS OF ANY THIRD PARTIES OR THE FUNCTION OR MALFUNCTION OF ANY SUCH THIRD-PARTY EXCHANGES, PLATFORMS, BROWSER EXTENSIONS OR TECHNOLOGY; AND (V) ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS EXPERIENCED DURING A CRYPTOCURRENCY TRANSACTION.

Limitation on Liability

NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT A COURT SHALL FIND THAT THE ABOVE DISCLAIMERS ARE NOT ENFORCEABLE, THEN, TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, YOU AGREE THAT NEITHER WE NOR ANY OF OUR SUBSIDIARIES, AFFILIATED COMPANIES, EMPLOYEES, MEMBERS, SHAREHOLDERS, OFFICERS OR DIRECTORS SHALL BE LIABLE FOR (1) ANY DAMAGES IN EXCESS OF $500.00, OR (2) ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, LOST REVENUE, LOST PROFITS OR DATA TO YOU OR ANY THIRD PARTY FROM YOUR USE OF THE SERVICE OR ANY GOODS SOLD OR PROVIDED BY US. THIS LIMITATION SHALL APPLY REGARDLESS OF THE BASIS OF YOUR CLAIM, WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED, OR WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

THIS LIMITATION SHALL NOT APPLY TO ANY DAMAGE THAT WE CAUSE YOU INTENTIONALLY AND KNOWINGLY IN VIOLATION OF THIS AGREEMENT OR APPLICABLE LAW THAT CANNOT BE DISCLAIMED IN THIS AGREEMENT.

SOME STATES MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.

Indemnification

You agree to defend, indemnify and hold us and our suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (a) Submissions or Content you submit, post to or transmit through the Service, (b) your use of the Service, (c) your violation of this Agreement, (d) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Service, (e) destruction of real or tangible property or personal injury, including but not limited to death, arising from or relating to your actions or inactions, and (f) any third party platforms or services used by Customer, including, but not limited to, those utilized by Customer to accept cryptocurrency donations.

Governing Law and Jurisdiction; Arbitration

You agree that any claim or dispute arising out of or relating in any way to the Service will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of New York shall govern this Agreement, and shall be used in any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Any arbitration between you and Fundraise Up shall have three (3) arbitrators.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: Fundraise Up Inc., 219 36th Street, Unit 4, Suite A100, Brooklyn, New York 11232 USA.

Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect, shall be conducted in English, and shall be located in New York City, New York. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrators, will be strictly confidential for the benefit of all parties.

You and Fundraise Up agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and Fundraise Up agree that each have waived any right to a jury trial.

Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.

To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Service, or to us, may only be brought by you in a state or federal court located in New York City, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK.

Policies for Children

The Service is not directed to individuals under the age of 13. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information if required by the Children’s Online Privacy Protection Act. Please see the Federal Trade Commission’s website for (www.ftc.gov) for more information.

Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.

General

Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

Revisions. This Agreement is subject to change on a prospective basis at any time. In the event that we change this Agreement, you may be required to re-affirm the Agreement through use of the Service or otherwise. Your use of the Service after the effective date of any changes will constitute your acceptance of such changes.

No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.

Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.

No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: Fundraise Up Inc., 219 36th Street, Unit 4, Suite A100, Brooklyn, New York 11232 USA, or sent via email to legal@fundraiseup.com.

Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.

Force Majeure. In no event shall we or our affiliates be liable to you for any damage, delay, or failure to perform resulting directly or indirectly from a force majeure event.

Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.

Copyright Policy

If you believe in good faith that any material posted on our Services infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:

A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed;
Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
Information reasonably sufficient to permit us to contact you;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:

Copyright Agent Fundraise Up Inc.
219 36th Street, Unit 4, Suite A100
Brooklyn, New York 11232
USA
e-mail: yuriy@fundraiseup.com

Complaint Policy (Including Trademark and Privacy)

If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to legal@fundraiseup.com containing the following information:

Your name, physical address, e-mail address and phone number;
A description of the material posted on the Service that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
Identification of the location of the material on the Service;
If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and
Your physical or electronic signature.

If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.

All notices given by you or required under this Agreement shall be in writing and addressed to: Fundraise Up Inc., 219 36th Street, Unit 4, Suite A100, Brooklyn, New York 11232 USA, or sent via email to legal@fundraiseup.com.