ONLINE SERVICES AGREEMENT

FOR COMPLETE THE CIRCLE®

ONLINE SERVICES

 

 

IMPORTANT INFORMATION - PLEASE READ CAREFULLY

 

This Online Services Agreement (the "Agreement") is a legally binding contract between COMPLETE THE CIRCLE LLC, 1517 Medinah Rd, Lawrence, Kansas 66047, USA (the “Service Provider") and you, the individual or entity that has assented to this Agreement (“you” or “your”). This Agreement governs your access and use of any of Service Provider’s online services that you access, pay for, and/or use, as updated, revised, and/or modified by Service Provider from time to time.

 

YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. SERVICE PROVIDER IS WILLING TO PROVIDE YOU WITH ACCESS TO THE SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS ANY COMPONENT OF THE SERVICES PROVIDED BY SERVICE PROVIDER. BY CLICKING YOUR ACCEPTANCE OF THIS AGREEMENT OR BY ACCESSING OR OTHERWISE USING ANY PART OF THE SERVICES, YOU CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THE SERVICES.

 

1. DEFINITIONS:

The following terms used in this Agreement shall have the meanings as specified:

A.        The term "Services" shall mean Service Provider's online fundraising services offered via Service Provider’s website, including all programs, modules, interfaces, and any related supporting materials.

B.         The term “User Account” shall mean your online account, through which you are authorized to access and use the Services.

C.         The term “Log-in Credentials” shall mean the username and password associated with your User Account for authenticating your access and use of the Services.

 

D.        The term “Fundraising Campaign” shall mean an individual fundraising project created by you to receive charitable contributions. You may have multiple Fundraising Campaigns (active and inactive) associated with your User Account.

E.         The term “Donation” shall mean an individual payment made by donor, via the Services, for a particular Fundraising Campaign.  

F.         The term “Fundraising Payment” shall mean the portion of a Donation payable to you in connection with a Fundraising Campaign. This portion excludes Service Provider Fees and Payment Processing Fees, as described below in Section 7.

2. GRANT OF ACCESS AND USE: Subject to the terms and conditions of this Agreement, Service Provider hereby grants you a limited, non-exclusive, and non-transferrable right to access and use the Services to create Fundraising Campaigns for purposes of receiving charitable contributions from donors. Such access and use of the Services are being made available only to you, i.e., the person or entity entering into this Agreement and that rightfully accesses the Services. Additional terms of this Agreement, as described below, also apply.

3. ACCESSING THE SERVICES: The Services may be accessed by you, via a User Account. You may create a User Account upon your initial access of the Services through Service Provider’s website. Upon initially accessing the Services, you will be required to generate Log-in Credentials usable to authenticate your access to the Services. In addition, you will be required to provide certain “Personal Information,” which may include your personal name, business entity name (if applicable), email address, and/or physical address. Such Personal Information will be retained by us to associate you with your User Account. In addition to the Personal Information, you may be required to enter “Payee Information,” which is information associated with a Stripe® account to which you intend for Fundraising Payments to be distributed. If you do not have a Stripe® account, you will be required to create one prior to creating a Fundraising Campaign. Distributions of Fundraising Payments are discussed in more detail in Section 7 below.  

4. USING THE SERVICES: Upon creating your User Account, you can access and use the Services to create one or more Fundraising Campaigns, through which you can receive charitable contributions from donors. The Services will provide you instructions on how to create a Fundraising Campaign. In general, however, you may be required to provide the following “Fundraising Information” related to each Fundraising Campaign(s) you wish to create: a Campaign Total Goal, a Minimum Donation Amount, and a Campaign Picture. The Campaign Picture is a digital image that can be uploaded by you via the Services. Upon the activation of a Fundraising Campaign, the Services separates your Campaign Picture into a number of pieces that equals your Campaign Total Goal divided by the Minimum Donation Amount. Each Donation made to the Fundraising Campaign will uncover a piece of the Campaign Picture until all of the pieces are uncovered and the Campaign Total Goal has been achieved. At any time, you may access the Services to review the status of any of your active (or inactive) Fundraising Campaigns.

5. MAINTAINING FUNDRAISING CAMPAIGNS. You agree to meet all commitments you make in your Fundraising Campaigns, including using all donations for their stated purposes. You agree to comply with all applicable laws and regulations in your use of donations. If you are unable to fulfill your commitments regarding any Fundraising Campaigns, you agree to work with donors to reach a mutually satisfactory resolution, which may include refunding their donations.

6. PROHIBITED FUNDRAISING CAMPAIGNS. You are not permitted to create Fundraising Campaigns to raise funds for illegal activities or to scam donors. You must comply with all applicable laws and regulations in carrying out all Fundraising Campaigns. YOU HEREBY AGREE NOT TO USE THE SERVICES FOR ANY ILLEGAL AND/OR FRAUDULENT PURPOSES. IF WE RECEIVE ANY NOTIFICATION THAT ANY OF YOUR FUNDRAISING CAMPAIGNS ARE BEING USED FOR ILLEGAL AND/OR FRAUDULENT PURPOSES, WE RESERVE THE RIGHT TO IMMEDIATELY SUSPEND YOUR FUNDRAISING CAMPAIGNS AND YOUR ACCESS OF THE SERVICES. IN SUCH CASES, YOU WILL BE RESPONSIBLE FOR RESOLVING ANY DISPUTES WITH DONORS THAT HAVE MADE DONATIONS TO YOUR FUNDRAISING CAMPAIGNS. WE MAY PROVIDE YOUR CONTACT INFORMATION TO SUCH DONORS SO THAT THE YOU MAY RESOLVE YOUR DISPUTE WITH SUCH DONORS.          

7. PAYMENT TERMS: Payment terms for using the Services are based on a percentage of each Donation made by a donor for a Fundraising Campaign. Donations will be made by donors’ credit or debit card payments, with such payments being made via the Services. The Donations will be processed by Service Provider’s payment processor, Stripe®. Each Donation made by a donor will be divided into a Service Provider Fee, a Payment Processing Fee, and a Fundraising Payment. The Service Provider Fee is defined as five percent (5%) of each Donation. Service Provider reserves the right to change the Service Provider Fee percentage once per calendar quarter. You will be notified, via the electronic communications specified in Section 17, below prior to any change in the Service Provider Fee percentage. The Service Provider Fee will be deducted from each Donation and allocated to Service Provider’s Stripe® account. The Payment Processing Fee is the fee deducted by Service Provider’s payment processor, Stripe®. The Payment Processing Fee is established by Stripe® and is currently set as two point nine percent (2.9%) of each Donation. Stripe® may revise the Payment Processing Fee from time to time. Please visit the Stripe® webpage (stripe.com) to verify the current Payment Processing Fee. The Payment Processing Fee will be retained by the payment processor, Stripe®. The remaining portion of each Donation is the Fundraising Payment. As such, a Fundraising Payment for each Donation is determined as the Donation amount less the applicable Service Provider Fee and the Payment Processing Fee. All Fundraising Payments will be distributed to your Stripe® account. It is your responsibility to determine what, if any, taxes apply to the Fundraising Payments you receive through your use of the Services. It is solely your responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority.

8. SUPPORT SERVICES: Service Provider may support, maintain, and update the Services from time to time. For example, Service Provider may periodically update the Services. Any such updates shall be immediately made available to you once such updates take effect and you access the Services. In addition, Service Provider may provide reasonable technical assistance to you in your operational use of the Services. To obtain such technical assistance, you may contact Service Provider by email at [email protected].

9. TERM AND TERMINATION:

A.        This Agreement shall be in force for as long as you have a valid User Account for accessing and using the Services. Either you or Service Provider shall have the right to cancel your User Account, and terminate this Agreement, at any time. To cancel your User Account, contact Service Provider at the email address provided below in Section 17 to notify Service Provider of your intent to cancel. For cancellation by Service Provider, the Service provider shall attempt to provide you notice of such cancellation via the electronic communications specified in Section 17 below.

B.         In addition to the termination rights provided above in Section 9.A, Service Provider shall have the right to cancel your User Account and terminate this Agreement should you fail materially to comply with any of the terms and conditions of this Agreement.

C.         You understand and agree that upon cancellation of your User Account and/or termination of this Agreement, the Services may become inaccessible to you. In such instances, the Services may not be made re-accessible unless Service Provider chooses, in its sole discretion, to re-active your account.  

10. NON-TRANSFERABILITY: The right to access and use the Services granted herein is personal to the you, and you hereby agree not to sell, lease, assign, transfer or otherwise deliver or make available access to and use of the Services, including any part thereof, to an individual, association, corporation or other entity, whether or not acting in association or in concert with the you.

11. YOUR REPRESENTATIONA AND WARRANTIES: You represent, warrant, and covenant that (i) all information you provide in connection with a Fundraising Campaign is accurate, complete, and not otherwise designed to mislead, defraud, or deceive any donor; (ii) all Fundraising Payments contributed to your Fundraising Campaign will be used solely as described in the materials that you post; and (iii) you will comply with your jurisdiction’s applicable laws and regulations when you solicit funds, particularly, but not limited to, laws relating to your marketing and solicitation for your project. You authorize us, and we reserve the right to, provide information relating to your Fundraising Campaign with donors and with law enforcement or to assist in any investigation.

12.       CUSTOMER DATA: “Customer Data” means all electronic data, content, and information submitted to Service Provider by you during your use of the Services. For example, Customer Data may include the Personal Information you provide when creating your User Account, the Fundraising Information you provide to generate a Fundraising Campaign, and Payee Information you provide for distribution of Fundraising Payments. As provided below, during your use of the Services, Customer Data may be stored by Service Provider. Service Provider will strive to follow generally accepted industry standards to protect all Customer Data submitted to it. Nevertheless, you understand, and hereby agree, that no method of electronic storage is 100% secure. Therefore, while Service Provider strives to use commercially acceptable means to protect Customer Data, Service Provider does not guarantee its absolute security. Under no circumstances will Service Provider be responsible or liable for any loss or damages caused by a third party’s unauthorized access to or use of Customer Data. If you have any specific questions about Service Provider’s data security, please contact Service Provider at Service Provider’s email address provided in Section 17.

i.          Personal Information. As provided in Section 3 above, Service Provider may gather personally-identifying information about you when such information is voluntarily provided, such as when you establish a User Account to access and use the Services. Service Provider will not sell, rent, or lease such Personal Information to third parties without your explicit consent.

ii.         Fundraising Information.  As provided in Section 4 above, Fundraising Information may be collected during your use of the Services for purposes of creating and administering Fundraising Campaigns. Service Provider may store Fundraising Information to facilitate operation of the Services or as otherwise may be required for record-keeping purposes. Service Provider may use Fundraising Information for research and analysis purposes or as part of Service Provider’s maintenance, administration, and improvement of the Services. Service Provider may also share Fundraising Information with third parties, such as affiliates, technology partners, or business partners.

iii.        Payee Information. Payee Information, which may be the form of your Stripe® account information, will be stored by Service Provider to facilitate payment of Fundraising Payments to you. Service Provider will not disclose such Payee Information to third parties without your explicit consent.  

13. PROPRIETARY PROPERTY:

A.        Service Provider Proprietary Property. The Services made available to you may be protected by United States copyright law, patent law, and/or international treaty provisions. You acknowledge that the Services, in any form provided by Service Provider, are the sole property of Service Provider, and no right, title, or interest to the Services or any parts thereof is transferred to the you. You acknowledge that the Services, and all copyrights, patents, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Services are and shall remain the exclusive property of Service Provider. Similarly, no right, title or interest in or to any trademark, service mark, logo or trade name of Service Provider is granted to you under this Agreement. You agree to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Services or output generated by the Services. Furthermore, you agree not to copy, modify, reverse engineer, disassemble, or decompile the Services, or any portion thereof, nor may you seek to derive any source code related to the Services.

 

B.         Your Proprietary Property. You represent, warrant, and covenant to Service Provider that you own all right title, and interest in the Fundraising Information, or otherwise have full right and authority to permit Service Provider to use, copy, distribute, display, and/or prepare derivative works of the Fundraising Information. As such, you hereby grant to Service Provider a non-exclusive, royalty-free license to use, copy, distribute, display, and/or prepare derivative works of the Fundraising Information, including the Campaign Picture, for use in creating and administering Fundraising Campaigns through the Services.

C.         DMCA Safe Harbor. Service Provider has adopted a policy for copyright and intellectual property infringement in accordance with general U.S. intellectual property laws and the Digital Millennium Copyright Act (“DMCA”). Service Provider will respond to notices of intellectual property infringement via Service Provider’s Designated Agent to Receive Notifications of Claimed Infringement ("Designated Agent"), which can be contacted at:

[email protected]

Service Provider may respond to a proper notice of infringement by (i) removing or disabling access to any Fundraising Information claimed to be subject of infringing activity; and (ii) removing access to the Services to repeat offenders. If Service Provider removes your access to the Services in response to such a DMCA notice, Service Provider will make a good-faith attempt to contact you so that you may submit a counter notification. If you believe that the Fundraising Information that you provided to Service Provider, which was removed or to which access was disabled, is not infringing a third party’s intellectual property right, you must send a counter-notice, pursuant to §512(g)(2) and (3) of the DMCA, to the Designated Agent. The counter-notice must contain the following information:

i. Your physical or electronic signature;

ii. Identification of the Fundraising Information that has been removed or to which access has been disabled and the location at which the Fundraising Information appeared before it was removed or disabled;

iii. A statement, under penalty of perjury, that you have a good faith belief that the Fundraising Information was removed or access to the Fundraising Information was disabled as a result of mistake or misidentification of the Fundraising Information;

iv. Your name, address, telephone number, and, if available, e-mail address and a statement that you consent to the jurisdiction of the Federal Court for the judicial district in which the complaining third party’s address is located, or if your address is located outside the United States, for any judicial district in which Service Provider is located, and that you will accept service of process from the complaining party who provided notification of infringement or from an agent of such complaining party.

If a counter-notice is received by the Designated Agent, Service Provider may send a copy of the counter-notice to the original complaining party informing that person that Service Provider may replace the removed Fundraising Information or cease disabling it in ten (10) business days. Unless the copyright or intellectual property owner files an action seeking a court order against you, the removed Fundraising Information may be replaced or access to it restored in ten (10) to fourteen (14) business days after receipt of the counter-notice, at Service provider’s discretion.

14. LIMITATION OF LIABILITY:

A.        Disclaimer of Warranties. SERVICE PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR FREE. THERE ARE NO WARRANTIES RESPECTING THE SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF SERVICE PROVIDER HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF SERVICE PROVIDER IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF SERVICE PROVIDER AS SET FORTH HEREIN.

B.         Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION WHICH SERVICE PROVIDER IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY SERVICE PROVIDER OF THE RISK OF YOUR CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH YOUR USE OF THE SERVICES. ACCORDINGLY, YOU AGREE THAT SERVICE PROVIDER SHALL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE SERVICES. Any provision herein to the contrary notwithstanding, the maximum liability of Service Provider to any person, firm or corporation whatsoever arising out of or in the connection with any access or use of any Services provided to you hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to Service Provider by you for your access and use of the Services. The essential purpose of this provision is to limit the potential liability of Service Provider arising out of this Agreement. The Parties acknowledge that the limitations set forth in this Section 14 are integral to the amount of consideration levied in connection with your access and use of the Services hereunder and that, were Service Provider to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.

15. INDEMNIFICATION: You agree to indemnify and hold harmless Service Provider, its officers, agents and employees from and against any claims, demands, or causes of action whatsoever caused by, or arising out of, or resulting from, your access and use of the Services by you, your subsidiaries or officers, employees, agents or representatives including without limitation any claims, demands, or causes of action arising on account of your unauthorized use or modification of the Services, your negligence, your breach of this Agreement (including, for instance, breaches of Sections 4-6), your violation of any law, or on account of your providing to Service Provider Fundraising Information that may infringe intellectual property rights of any third party.

16. SURVIVAL: All provisions of this Agreement which must survive in order to give effect to its meaning, including Sections 13, 14, and 15, will survive termination of this Agreement.

17. NOTICES: You consent to Service Provider providing you in electronic form any information or notices that Service Provider may be required to send to you or that may pertain to the Services. Service Provider may provide such information to you: (1) via e-mail at the e-mail address(es) you designated to Service Provider; (2) via access of the Service Provider website that will generally be designated in advance for such purpose; or (3) in the course of your use of the Services including, without limitation, via a screen or page within the Services or via a link from within the Services to a web page containing such information. To contact Service Provider, please use the following email address:

[email protected]

18. JURISDICTION AND DISPUTES:

A.        This Agreement shall be governed by the laws of Kansas.

B.         All disputes hereunder shall be resolved in the applicable state or federal courts of Kansas. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

19. AGREEMENT BINDING ON SUCCESSORS:  This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

20. WAIVER:  No waiver by either Party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

21. SEVERABILITY:  If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

22. Force Majeure:  Neither Party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.

23. INTEGRATION:  This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended, except as provided in writing by Service Provider from time-to-time and as consented to by you (with your consent being acknowledged by clicking your acceptance of the modified or amended agreement and/or by your continued access and use of the Services).

 

 

 

 

Quick Links