DEGives.org Terms of Use

Effective Date: March 4, 2020

1.   Acceptance of the Terms of Use

These terms of use are entered into by and between you and Spur Impact Association (“Spur Impact,” “we,” “us,” or “our”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of www.degives.org and the Delaware Gives Platform, as well as any other websites operated by Spur Impact using the Delaware Gives Platform that link to this Terms of Use, including any content, functionality, and services offered on or through www.degives.org or such other websites (collectively, the “Platform”), whether as a guest or a registered user. These Terms of Use affect your legal rights, responsibilities and obligations, are legally binding, limit Spur Impact’s liability to you and require you to indemnify us and to settle certain disputes through individual arbitration. 

EXCEPT AS OTHERWISE DESCRIBED IN THE ARBITRATION AND DISPUTES SECTION BELOW, BY USING THE PLATFORM, YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. 

Please read the Terms of Use carefully before using the Platform. By visiting or otherwise using the Platform or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at www.degives.org/privacy, incorporated herein by reference. If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform. 

This Platform is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using this Platform, you represent and warrant that you are of legal age to form a binding contract with Spur Impact and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

 

We may revise and update these Terms of Use from time to time in our sole discretion. You agree that we may notify you of new Terms of Use by posting them on the Platform (or in any other reasonable manner of notice which we elect). All changes are effective immediately when we post them, or such later date as specified in the new Terms of Use, and apply to all access to and use of the Platform thereafter. However, any changes to the dispute resolution provisions set out in below Arbitration and Disputes will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Platform. 

Your continued use of the Platform following the posting of new Terms of Use means that you accept and agree to the changes. It is your responsibility to review the posted Terms of Use each time you use the Platform (at least prior to each transaction or submission).  

The Platform allows a nonprofit organization established as such under applicable laws of incorporation (“Charity”) to post a fundraising campaign (“Campaign”) to the Platform to accept monetary donations (“Donations”) from donors (“Donors”) for such Charity, for a charitable purpose. Individuals and other entities (together with a Charity, “Campaign Organizers”) may also create a Campaign to promote a Charity’s Campaign. Through the Platform, Spur Impact facilitates Campaigns and permits Donors to make Donations to Charities. Spur Impact is not a broker, agent, financial institution or creditor.  

Spur Impact reserves the right to withdraw or amend the Platform, and any service or material it provides on the Platform, in its sole discretion without notice. Spur Impact will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, Spur Impact may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

All information and content provided by Spur Impact relating to the Platform is for informational purposes only, and Spur Impact does not guarantee the accuracy, completeness, timeliness or reliability of any such information or content. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents. 

No content is intended to provide financial, legal, tax or other professional advice. Before making any decisions regarding any Campaigns, Charities, Donations, or any information or content relating to the Platform, you should consult your financial, legal, tax or other professional advisor as appropriate. You acknowledge that all information and content accessed by you using the Platform is at your own risk. 

Spur Impact has no control over the conduct of, or any information provided by, a Campaign Organizer, Donor or other user and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. We do not guarantee that a Campaign will obtain a certain amount of Donations or any Donations at all. We do not endorse any Campaign. We expressly disclaim any liability or responsibility for the outcome or success of any Campaign. You, as a Donor, must make the final determination as to the value and appropriateness of contributing to any Campaign or Event (as defined below).

No Solicitation. The Platform is offered to help Charities raise money. Spur Impact merely provides the technology to allow fundraisers to connect with Donors. The existence of the Platform is not a solicitation of Donations by Spur Impact, and Spur Impact does not engage in any solicitation activities, or consult on the solicitation of contributions from the public, on behalf of any individual, entity, or organization. By using the Platform, you understand and agree that Spur Impact shall not be responsible for the use of your Donations by a Charity or the amount of funds raised for a Campaign or Event. 

Donors. All Donations are at your own risk. When you make a Donation through the Platform, it is your responsibility to understand how your money will be used. Spur Impact is not responsible for any offers, promises, rewards or promotions made or offered by a Campaign. We do not and cannot verify the information that a Campaign supplies, nor do we represent or guarantee that the Donations will be used in accordance with any fundraising purpose described by a Campaign or in accordance with applicable laws. Notwithstanding the foregoing, we take possible fraudulent activity and the misuse of funds raised very seriously. Please contact us at [email protected] if you suspect fraudulent activity or misuse of funds on the Platform. 

Donors are not permitted to impose restrictions on the use of Donations by a Charity. To the extent that a Donation is made in response to an appeal for a particular program of a Charity, or to the extent that a Donor purports to direct the use of Donations by a Charity, any such directions shall constitute non-binding recommendations only.

Spur Impact makes no representation as to whether all or any portion of your Donations, including, if any, transaction fees, are tax deductible or eligible for tax credits. Spur Impact will have no liability for any claim by any federal, state, provincial, territorial, local or any other tax authority with respect to the characterization on any applicable tax return of any Donation by you or any Charity. You should consult your tax advisor as to the amount of your Donation that is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any Donation in any relevant jurisdiction, and particularly if you are awarded a gift or prize in connection with your Donation.

Donors shall provide Spur Impact with such information as is required to enable the issuing of an official Donation receipt. Donor acknowledges and agrees that, in accordance with the Privacy Policy, certain of Donor’s personal information will be shared with the Charity to which such Donor makes a Donation and/or Campaign Organizer (including without limitation as part of a Donor List) and may be used by such Charity in accordance with the Charity’s Privacy Policy. Spur Impact is not responsible, and shall not be liable, for any Charity’s use of any Donor information.

Campaign Organizers. You, as a representative of a Charity running a Campaign on the Platform to raise funds for such Charity, represent, warrant and covenant that: (i) you are a representative of the Charity, which representative is authorized to raise funds or bind the Charity to these Terms of Use; (ii) you are raising funds for the Charity, with a cause or activity that is legal under all applicable, federal, state, territorial and local laws and regulations; (iii) all donated funds will be used solely for the purpose you have stated on and in connection with your Campaign, and under no circumstances may you use the funds for any other purpose; (iv) you will comply with all relevant and applicable law and financial reporting obligations, including but not limited to laws and regulations relating to registration, tax reporting, political contributions, and asset disclosures for your Charity; (v) your Charity has and will maintain tax-exempt status under applicable law, including the Internal Revenue Code in the United States; and (vi) your Charity has provided to Spur Impact all required information relevant to your Charity’s tax status.

You, as a Campaign Organizer, represent, warrant, and covenant that (a) all information you provide in connection with a Campaign is accurate, complete, and not likely to deceive reasonable users; (b) all Donations contributed to your Campaign will be used solely for the Charity as described in the materials that you post or otherwise provide; (c) you will not infringe the rights of others; and (d) to the extent you share with us any personal information of any third party for any purpose, you have the authority (including any necessary consents), as required under applicable law, to provide us with such personal information and allow us to use such personal information for the purposes for which you shared it with us. You authorize Spur Impact, and Spur Impact reserves the right to, provide information relating to your Campaign to Donors, to the Charity, or to law enforcement, and to assist in any investigation thereof. 

Your Registration Obligations. You may be required to register with Spur Impact in order to access and use certain features of the Platform. If you choose to register for the Platform, you agree to provide and maintain true, accurate, current and complete information about yourself or your Charity as prompted by the registration form. Campaign Organizers must register using their true identities (or the identities of the Charity’s authorized representatives), including their name and address. You agree to keep registration information current and up to date.

These Terms of Use and our Privacy Policy govern registration data and certain other information about you. 

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. 

Spur Impact has the right to disable any user name, password, or other identifier, whether chosen by you or provided by Spur Impact, at any time in its sole discretion for any or no reason, including if, in its opinion, you have violated any provision of these Terms of Use.

Charities.  All Donations are subject to a transaction fee for each Donation. Donors have the option to cover the transaction fee at checkout. If a Donor does not cover the transaction fee, the transaction fee will be deducted from the Donation.

Chargebacks and Refunds. Occasionally, a Donor may dispute a credit card charge for a Donation through the Platform. If Donations are refunded to the Donor by Stripe and Spur Impact already remitted payment to the Charity, Spur Impact will deduct the chargebacks or refunds from future payments to the Charity, and if necessary, issue an invoice to the  Charity. The Charity expressly agrees that it will be responsible for paying Spur Impact the full amount of any Donation refund due to a Donor. Spur Impact may elect to offset a future Donation to the Charity rather than requesting that the Charity return the refunded Donation.

Receiving Funds. As a Charity, receipt of Donations, minus any transaction fees, is based upon and subject to the payment processor's procedures and terms and credit card processor's terms. Spur Impact is not a payment processor.

Spur Impact does not withhold funds for tax purposes or otherwise. Charities will be solely responsible for taxes based on applicable international, federal, state, local or any other taxes or levies, or for any applicable taxes based on their net income or gross receipts (if any).

Ownership of Donor Lists and Data. As between Spur Impact and Charity, with respect to Donor Lists (as defined below) and Donor Data (as defined below) that Spur Impact has received exclusively by means of a Donation to such Charity and by no other means, and to the extent permitted by the Privacy Policy and applicable law, Charity shall own the Donor Data of Donors who have provided a Donation to Charity, whether through Charity’s Campaign or a Campaign by a Campaign Organizer in favor of such Charity, including contact information of such Donors; provided, however, that Charity grants to Spur Impact a worldwide, non-exclusive, royalty-free, perpetual license to use Donor Data for the following purposes: (i) to provide the Platform, including account administration and processing Donations; (ii) to enforce our agreements; (iii) fraud prevention, safety, security, and compliance with law; (iv) to send promotional emails about events and fundraising and other opportunities in which Donor may be interested; (v) to respond to law enforcement requests; (vi) research and analytics; (vii) to customize, adjust, and improve the Platform; and (viii) to develop new services. “Donor Data” shall mean a Donor’s name, address, email address, Donation amount, date of transaction, transaction identification number and other information that Donor chooses to provide in relation to their Donation. THE LIST OF DONORS WHO CONTRIBUTE TO A CHARITY'S CAMPAIGN CONDUCTED THROUGH THE PLATFORM (“DONOR LISTS”) ARE PROVIDED “AS IS”, AND SPUR IMPACT MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES ABOUT THE ACCURACY, COMPLETENESS OR TIMELINESS OF ANY DONOR LIST OR ANY INFORMATION CONTAINED THEREIN. By using this Platform, all Donors consent to the disclosure of such Donor Lists and Donor Data described in this Section 3.

Taxes. It is the Charity’s responsibility to determine what, if any, taxes apply to the Donations it receives receive through use of the Platform. It is solely the Charity’s responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority. 

4.       Ownership and Your Rights to Use the Platform and Content 

 

Ownership.  The Platform and all of its content (“Content”), including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein (“Intellectual Property”), are owned or controlled by Spur Impact, its licensors, and certain other third parties.  All right, title, and interest in and to the Content and Intellectual Property available via the Platform is the property of Spur Impact, its licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other Intellectual Property and unfair competition rights and laws to the fullest extent possible.  Spur Impact owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Platform.  

Your Rights. Your right to use the Platform and Content is subject to strict compliance with these Terms of Use. Your right to access and use the Platform shall automatically terminate upon any violations. These rights are non-exclusive, limited and revocable by us at any time in our sole discretion without advance notice or liability. As your right to access and use the Platform is personal to you, you may not assign nor transfer your right.

 

Rights of Others.  In using the Platform, you must respect the Intellectual Property and rights of others and Spur Impact.  Your unauthorized use of Content may violate the rights of others and applicable laws, and may result in your civil and criminal liability.  If you believe that your work has been infringed via the Platform, see “Procedures for Alleging Copyright Infringement” below. 

 

Reservation of all Rights Not Granted as to Platform and Content.  These Terms of Use and any applicable additional terms include only narrow, limited grants of rights to use and access the Platform and Content.  No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.  ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU ARE RESERVED BY SPUR IMPACT AND ITS LICENSORS AND OTHER THIRD PARTIES.  Any unauthorized use of any Content or the Platform for any purpose is prohibited.

5. Content You Submit 

Public Content; Public Display of Information. Some of your activity on and through the Platform is public, such as Content you post publicly on the Platform (including descriptions, texts, music, sound, information, data, software, graphics, comments, photos, videos, images, trademarks, logos, brands or other materials you upload or post through the Platform or share with other users or recipients) (“User Content”). Additionally, user profile information, including your first and last name, public email address, organization, and other information you enter in connection with your user profile may be displayed to other users on the Platform. For example, as a Donor, you have the option to publicly display your Donation for all to see, including to be displayed on the Platform. Please remember that if you choose to provide information using certain public features of the Platform, then that information is governed by the privacy settings of those particular features and may be publicly available. 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 content that you create or information that you submit through the Platform. Please see our Privacy Policy for information on the ways that we may collect, use, and store certain information about you and your use of the Platform.  We expect User Content to be appropriate for a general audience, but do not undertake to monitor it, and you consent to potentially encountering Content you find offensive or inappropriate.  We may include venue and content rules as additional terms.  If you discover any Content that violates these Terms of Use or any applicable additional terms, then you may report it to us at [email protected].  

User Content Transmitted Through the Platform. With respect to the User Content, you represent and warrant that you own all right, title and interest in and to, or otherwise have all necessary rights and consents to (and to allow others to) fully exploit, such User Content, including, without limitation, as it concerns all copyrights, trademark rights and rights of publicity or privacy related thereto. By uploading, sharing, providing, or otherwise making available any User Content, or any portion thereof, in connection with the Platform, you hereby grant and will grant Spur Impact and its licensors, affiliates and Platform users a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Platform or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Without limiting the foregoing, if any User Content contains your name, image or likeness, you hereby release and hold harmless Spur Impact and its contractors and employees, from (i) all claims for invasion of privacy, publicity or libel, (ii) any liability or other claims by virtue of any blurring, distortion, alteration, optical illusion, or other use or exploitation of your name, image or likeness, and (iii) any liability for claims made by you (or any successor to any claim you might bring) in connection with your User Content, name, image or likeness. You waive any right to inspect or approve any intermediary version(s) or finished version(s) of the results of the use of your User Content (including your name, image or likeness). Further, if any person (other than you) appears in your User Content, you represent and warrant that you have secured all necessary licenses, waivers and releases from such person(s) for the benefit of Spur Impact in a manner fully consistent with the licenses, waivers and releases set forth above. You further acknowledge that your participation in the Platform and submission of User Content is voluntary and that you will not receive financial compensation of any type associated with the licenses, waivers, and releases set forth herein (or Spur Impact’s exploitation thereof), and that the sole consideration for subject matter of this agreement is the opportunity to use the Platform.

We do not guarantee that any Content will be made available through the Platform. We reserve the right to, but do not have any obligation to, (a) remove, edit or modify any Content or User 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 User Content, or if we are concerned that you may have violated these Terms of Use), or for no reason at all, and (b) to remove or block any Content or User Content from the Platform.

Unsolicited Information. Please be advised that User Content and other unsolicited information you provide may be publicly accessible. We also collect information through customer support communications, your communications to us of ideas for new products or services or modifications to existing products or services, and other unsolicited submissions, or any questions, comments, suggestions, ideas, feedback or other information about the Platform (collectively, “Unsolicited Information”). By sending us Unsolicited Information, (i) you agree that we are under no obligation of confidentiality, expressed or implied, with respect to the Unsolicited Information; (ii) you acknowledge that we may have something similar to the Unsolicited Information already under consideration or in development; (iii) you agree that Spur Impact will be entitled to the unrestricted use and dissemination of the Unsolicited Information for any purpose, commercial or otherwise, without acknowledgment or compensation to you; (iv) you represent and warrant that you have all rights necessary to submit the Unsolicited Information; (v) to the extent necessary, you hereby grant to Spur Impact a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable 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, any and all Unsolicited Information; and (vi) you irrevocably waive, and cause to be waived, against Spur Impact and its users any claims and assertions of any moral rights contained in such Unsolicited Information. This Unsolicited Information section shall survive any termination of your account or the Platform.

You acknowledge and agree that Spur Impact may preserve Unsolicited Information, as well as User Content, and may also disclose your Unsolicited Information or User 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 of Use; (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Spur Impact, the Platform, its users or the public.

Promotions on the Platform. You are not permitted to offer any promotion on the Platform without our prior written consent. You may seek permission by sending an email to [email protected]. If we consent, you take full responsibility for the promotion, and you agree that: (i) such promotion shall comply with all applicable laws; (ii) you are solely responsible for all facets of the promotion, including without limitation any prizes offered; (iii) you may not use our Intellectual Property in the rules or any other materials relating to the promotion without our express written permission; (iv) such promotion does not require making a Donation as the only way to enter; (v) you are responsible for the marketing of the promotion, and that such promotion is not marketed to anyone under the age of 18; (vi) prizes, rewards, giveaways or incentives are not intended to be items available for purchase; and (vii) such promotion may not endorse, sponsor or promote anything related to gambling, alcohol, illegal or prescription drugs, medical devices, national health products, firearms, pornography, or tobacco. You will include the following provisions within your official rules for any promotion that you choose to publicize on the Platform: (a) Spur Impact does not sponsor or endorse the promotion; (b) Spur Impact does not guarantee the delivery of any reward, incentive or other prize offered by you; (c) each participant or entrant in the promotion releases Spur Impact from any and all liability and (d) all questions concerning the promotion must be directed to you and not to Spur Impact. 

Third-Party Material. Under no circumstances will Spur Impact be liable in any way for any content or materials of any third parties (including Charities, Campaigns, Donors or other users) or any User Content (including, but not limited to, for any errors or omissions in any User Content), or for any loss or damage of any kind incurred as a result of the use of any such User Content. You acknowledge that Spur Impact does not pre-screen User Content, but that Spur Impact and its designees will have the right (but not the obligation) in their sole discretion to refuse, remove, or allow any User Content that is available via the Platform 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.

Prohibited Conduct. You are solely responsible for compliance with all applicable laws in relation to your Campaign, Donation or use of the Platform. You are further solely responsible for all User Content that you upload, post, publish, display, transmit or otherwise use (hereinafter, “Upload”). You agree to fully cooperate with any request we make for evidence we deem necessary to verify your compliance with these Terms of Use.

The following are examples of User Content and/or use that is illegal or prohibited by Spur Impact. This list is not exhaustive and we reserve the right to remove any Campaign, refuse or suspend any Donations or other transactions, and/or investigate any Campaign Organizer, Donor or other user who, in our sole discretion, violate any of the terms or spirit of these Terms of Use or harm the interests of our users, business partners, the public, or Spur Impact, or that expose you, Spur Impact, or others to risks unacceptable to us. As we investigate your Campaign, Donation or User Content, we may consider all available material including but not limited to social media, related news, and any other information that we, in our sole discretion, deem relevant in our review. We further reserve the right, without limitation, to ban or disable your use of the Platform, suspend your Campaign, remove the offending User Content, suspend or terminate your account, stop payments to any such Campaign, freeze or place a hold on Donations, and report you to law enforcement authorities or otherwise take appropriate legal action including seeking restitution on behalf of ourselves and/or our users. We may share any information related to your use of the Platform with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Donors, your Donations, and transactions made through or in connection with your use of the Platform.

Without limiting the foregoing, you agree:

1. not to use the Platform to raise funds or establish or contribute to any Campaign with the implicit or explicit purpose of or involving: 

2. not to use the Platform to transmit or otherwise Upload any User Content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to Upload 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 Spur Impact, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose Spur Impact or its users to any harm or liability of any type;

Additionally, with respect to all Donations, you make or accept through the Platform, you agree:

Donor Conduct. In order to contribute to a Campaign, Donor agrees that a certain minimum Donation amount may apply and that if the Donor does not cover the transaction fee, the transaction fee will be subtracted from the Donation that the Charity receives. Donor agrees that all Donations are final and will not be refunded unless Spur Impact, in its sole discretion, agrees to issue a refund. Donor acknowledges that by contributing a Donation to a Campaign, the Donor is agreeing to any and all applicable terms set forth by our payment partners (currently, Stripe, Inc.), in addition to these Terms of Use. 

Charities. Spur Impact, or a third-party partner, will distribute the Donations to the Charities indicated by Donors. As required by the Internal Revenue Service (“IRS”), Spur Impact has exclusive legal control over the Donation. In the rare event that a Charity to whom you have chosen to make a Donation does not satisfy these Terms of Use or otherwise (e.g., it has been classified by the IRS as a disqualified supporting organization, it cannot or does not accept Donations, it is not recognized by the IRS as a public charity or it is not in good standing with federal or state regulators), or if the Charity returns its Donation for any reason, Spur Impact may in its sole discretion select an alternate Charity to receive the Donation or have the Donation allocated to a fund maintained by Spur Impact and used solely for charitable purposes including, but not limited to, mission based activities and grants. 

While Spur Impact strives to make the Donations available to Charities promptly, you acknowledge and agree that Donations may not be available to the Charity for use immediately, and Spur Impact does not guarantee that Donations will be available to the Charity within any specific time frame. Spur Impact expressly disclaims any and all responsibility for any delay in the Charity receiving its Donations, and any consequences arising from such delay or inability. Spur Impact may, in its sole discretion, hold Donations, initiate a reverse ACH transfer, secure reserves, or take similar actions to protect its interests and those of its users. Some of the reasons that we may take such actions include, but are not necessarily limited to, the following: (i) if we have reason to believe (in our sole discretion) that information provided by a Campaign Organizer is false, misleading, or fraudulent, or that funds are being used in a prohibited manner; (ii) if we have reason to believe that a Campaign or Campaign Organizer has violated these Terms of Use; (iii) if Spur Impact determines that the Campaign Organizer is colluding with Donors to engage in fraudulent activity; (iv) if we have reason to believe (in our sole discretion) that there may be suspicious or fraudulent Donation activity, or (v) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. You, as a Charity, are responsible for ensuring that the information you provide to Spur Impact in order to process your Donations , including your bank account information, is accurate and up to date. Spur Impact may, at any time, for any reason, without notice, and in its sole discretion, offer or issue a refund of Donation(s) with or without consulting with you, which may comprise the entire amount donated to your campaign. Spur Impact is not liable to you or to any third party for any claims, damages, costs, losses, or other consequences caused by Spur Impact issuing refunds, including, but not limited to transaction or overdraft fees.

Charities may offer, and users may register for, events, such as marathons, walks, rides, and other similar events (collectively, “Events”) which may require a registration fee, as determined by the organizers of these events (“Event Organizers”). Event Organizers may establish a page on the Platform that provides details about their Event and provides the ability to collect Event registration fees through the Platform. Event Organizers shall be solely responsible for such Events, including but not limited to any participation requirements, obtaining any and all necessary permits and waivers, and ensuring such Event complies with applicable law. Event Organizers shall be solely responsible for determining the amount of Event registration fees and providing any associated discounts, promotions or refunds.

Event Fees. Event Organizers that use the Platform to process Event registrations agree to pay Spur Impact a processor fee for each Event registration. 

Receipt of Registration Fees. Receipt of registration fees, minus any applicable  processor fees, is based upon and subject to the  credit card processor's terms.

Taxes. Spur Impact does not withhold funds for tax purposes or otherwise. Event Organizers will be solely responsible for taxes based on applicable international, federal, state, local or any other taxes or levies.

Chargebacks and Refunds. All refunds for event registrations are handled by Event Organizers. Spur Impact is not responsible for handling or communicating an Event Organizer's refund policy or processing refunds, including without limitation for any errors processing a refund, the failure to provide a refund, the failure of an Event Organizer to communicate about a refund, or any chargebacks related to a refund. Donors should contact an Event Organizer concerning a refund. Event Organizers agree to deal exclusively with Event registrants concerning refunds.

7.   Procedure for Alleging Copyright Infringement

 

Spur Impact respects the intellectual property of others, and we ask our users to do the same. 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 Spur Impact of your infringement claim in accordance with the procedure set forth below.

 

Spur Impact 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 Spur Impact’s Copyright Agent at [email protected] (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:

 

P.O. Box 25208

1007 N. Orange St., 4th Floor, Suite 400-A

Wilmington, DE 19899-5208

 

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 Platform, with enough detail that we may find it on the Platform;

·      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 and use 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, Spur Impact 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 ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

Linking to the Platform and Social Media Features. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.  

This Platform may provide certain social media features that enable you to:

·      Link from your own or certain third-party websites to certain Content on the Platform.

·      Send emails or other communications with certain Content, or links to certain Content, on the Platform.

·      Cause limited portions of Content on the Platform to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the Content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

·      Cause the Platform or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.

·      Otherwise take any action with respect to the materials on the Platform that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion. 

Links from the Platform. The Platform may provide or facilitate links, tools, widgets or other features that allow you to access other sites, services and resources provided by third parties, including Charities, (collectively, “Third-Party Links”). These links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over Third-Party Links or any products, services or content made available through or by such Third-Party Links, or the business practices of the third parties providing such Third-Party Links. Spur Impact accepts no responsibility for such Third-Party Links or the products, services or content made available thereby. You acknowledge that Spur Impact is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of the Third-Party Links. You further acknowledge and agree that Spur Impact 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 the use of or reliance on any content, events, goods or services available on or through any such Third-Party Links. If you decide to access any of the third-party websites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Links.

9.   Geographic Restrictions

The owner of the Platform is based in the State of Delaware in the United States. We provide this Platform for use only by persons located in the United States. We make no claims that the Platform is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

10. Disclaimer of Warranties

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE PLATFORM, OR ON ANY WEBSITE LINKED TO THE PLATFORM.

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SPUR IMPACT NOR ANY PERSON ASSOCIATED WITH SPUR IMPACT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER SPUR IMPACT NOR ANYONE ASSOCIATED WITH SPUR IMPACT REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

TO THE FULLEST EXTENT PROVIDED BY LAW, SPUR IMPACT HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL SPUR IMPACT, ITS AFFILIATES OR ITS LICENSORS AND ITS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR RELATING TO YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. Indemnity and Release

As permitted by applicable law, you agree to release, defend (if requested by Spur Impact), indemnify, and hold harmless Spur Impact, its affiliates and licensors, and its and their respective employees, contractors, agents, officers, directors, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (i) your use of the Platform and your activities in connection with the Platform; (ii) your User Content; (iii) your Unsolicited Information; (iv) your connection to the Platform; (v) your violation of these Terms of Use; (vi) your violation, or alleged violation, of the rights of another or of any applicable laws, rules or regulations; (vii) information or material transmitted through your device that infringes, violates or misappropriates any copyright, trademark, trade secret, patent, publicity, privacy or other right of another person; (viii) any misrepresentation made by you; and (ix) our use of the information that you submit to us subject to our Privacy Policy (collectively, “Claim and Losses”). You will cooperate as fully required by Spur Impact, in the defense of any Claim and Losses.  Notwithstanding the foregoing, Spur Impact retains the exclusive right to settle, compromise, and pay any and all Claims and Losses.  Spur Impact reserves the right to assume the exclusive defense and control of any Claims and Losses.  You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Spur Impact. This Section is not intended to limit any causes of action against us that you may have but are not waivable under applicable law. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.” If you are a resident of another jurisdiction—in or outside of the United States—you waive any comparable statute or doctrine.

13. ARBITRATION AND DISPUTE 

ARBITRATION CLAUSE & CLASS ACTION WAIVER- IMPORTANT- PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS. 

 

Forum Selection/Jurisdiction.  Jurisdiction and venue for any controversy, allegation, or claim, not subject to arbitration as set forth below, arising out of or relating to the Platform, the Content, the User Content or these Terms of Use, shall be in New Castle County, Delaware. Each party submits to personal and exclusive jurisdiction and venue in New Castle County, Delaware.

 

Arbitration; Class Action Waiver. YOU AGREE THAT ALL COVERED DISPUTES (AS DEFINED BELOW) BETWEEN YOU AND SPUR IMPACT AND ITS AFFILIATES AND LICENSORS AND ITS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, DIRECTORS, SUCCESSORS OR ASSIGNS, ACTING IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH COVERED DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION COVERED DISPUTES RELATED TO THESE TERMS OF USE, YOUR USE OF THE PLATFORM, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING OUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

 

Pre-Arbitration Notification. Any dispute between you and Spur Impact, its affiliates or licensors, and its or their employees, contractors, agents, officers, directors, successors or assigns (collectively for purposes of this Section 13, “Spur Impact”) arising from or relating to (i) these Terms of Use and their interpretation or the breach, termination or validity thereof, (ii) the relationships which result from these Terms of Use, including disputes about the validity, scope or enforceability of this arbitration provision, or (iii) the Platform or the User Content (collectively, “Covered Disputes”) will be settled by binding arbitration. Prior to initiating any arbitration, the initiating party will give the other party at least 60-days advanced written notice of its intent to file for arbitration. Spur Impact will provide such notice by e-mail to your e-mail address on file with Spur Impact. If no such information exists or if such information is not current, then we have no notification or delay obligations under this Section 13. If you are making a claim, you must provide such notice by e-mail to us at [email protected]. 

 

Arbitration. During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any Covered Disputes. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration. All actions or proceedings arising in connection with, touching upon or relating to any Covered Dispute, or the scope of the provisions of this Section 13, shall be submitted to the Philadelphia, Pennsylvania office of JAMS for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, before a single arbitrator.  The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS.  We may have the right to pay the JAMS fees if required for arbitration to be enforceable.  IF AN IN-PERSON ARBITRATION HEARING IS REQUIRED, THEN THE SINGLE ARBITRATOR WILL CONDUCT THE HEARING IN NEW CASTLE COUNTY, DELAWARE.  The arbitration shall be a confidential proceeding, closed to the general public; provided, however, that a party may disclose information relating to the arbitration proceedings to its and its affiliates’ lawyers, insurance providers, auditors and other professional advisers.  The fact that there is a dispute between the parties that is the subject of arbitration shall be confidential to the same extent. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief (subject to the provisions of these Terms of Use waiving or limiting that relief) in a court of competent jurisdiction in New Castle, Delaware or, if sought by Spur Impact, such other court that may have jurisdiction over you, without thereby waiving its right to arbitration of the dispute or controversy under this Section 13; provided further, however, that the losing party shall have fifteen (15) business days after the issuance of the arbitrator’s decision to fully comply with such decision, after which the prevailing party may enforce such decision by a petition to the Chancery Court of New Castle, Delaware. 

 

Limitation on Injunctive Relief. AS PERMITTED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE PLATFORM, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND.  THIS MEANS (WITHOUT LIMITATION) 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, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY SPUR IMPACT OR LICENSOR OF SPUR IMPACT.  

 

Governing Law.  These Terms of Use, Covered Disputes, and any other claim brought by you against Spur Impact or by Spur Impact against you pursuant to this Section 13, or otherwise related to the Platform, User Content, or any related services or products, will be governed by, construed, and resolved in accordance with, the laws of the State of Delaware, U.S.A., without regard to its conflicts of law provisions that might apply the laws of another jurisdiction.  This Section 13 shall be governed solely by the Federal Arbitration Act, 9 U.S.C. §1, et seq., and not by the law of any state, and is enforceable pursuant to its terms on a self-executing basis. You and Spur Impact agree that we intend that this Section 13 satisfies the “writing” requirement of the Federal Arbitration Act.  This Section 13 can only be amended by mutual agreement.  Either party may seek enforcement of this Section in any court of competent jurisdiction. The arbitrator shall determine any and all challenges to the arbitrability of a claim. 

 

Class Action Waiver.  As permitted by applicable law, both you and Spur Impact waive the right to bring any Covered Dispute as a class, consolidated, representative, collective, or private attorney general action, or to participate in a class, consolidated, representative, collective, or private attorney general action regarding any Covered Dispute brought by anyone else. Notwithstanding any provision in the JAMS Comprehensive Arbitration Rules and Procedures to the contrary, the arbitrator shall not have the authority or any jurisdiction to hear the arbitration as a class, consolidated, representative, or private attorney general action or to consolidate, join, or otherwise combine the Covered Disputes of different persons into one proceeding. Notwithstanding the arbitration provision set forth above, if the provision regarding waiver of class, collective, representative, and private attorney general claims of this Section 13 is found to be void or otherwise unenforceable, any such class, collective, representative, or private attorney general claims must be heard and determined through an appropriate court proceeding, and not in arbitration.

 

Jury Waiver.  AS PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESE TERMS OF USE, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION 13, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.  

 

The provisions of this Section 13 shall supersede any inconsistent provisions of any prior agreement between the parties. This Section 13 shall remain in full force and effect notwithstanding any termination of your use of the Platform or these Terms of Use.

Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

14. Waiver and Severability

No waiver by Spur Impact of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Spur Impact to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. 

15. Your Comments and Concerns

The Platform is operated by Spur Impact Association, P.O. Box 25208, 1007 N. Orange Street, 4th Floor, Suite 400-A, Wilmington, DE 19899-5208.

All other feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: [email protected].