All Charities Count, Inc. Website Usage & Service Terms Agreement
Last Modified Date 12/16/12
1. ACCEPTANCE OF TERMS.
The following terms and conditions (this "TOS") govern all use by you as a Buyer (as defined below) or other non-Organizer (as defined below) user or visitor of (a) the All Charities Count, Inc. websites and domains (including all webpages, subdomains and subparts therein contained, the "Site"), (b) any and all services available on or through the Site or otherwise provided by All Charities Count, Inc. ("ALL CHARITIES COUNT") in connection with events/content listed on the Site, and (c) all Software (as defined below) (collectively, the "Services"). The Services are owned and operated by All Charities Count. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by ALL CHARITIES COUNT. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY ALL CHARITIES COUNT. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES.
ALL CHARITIES COUNT reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this TOS at any time. It is your responsibility to check this TOS periodically for changes. Your continued use of the Services following the posting of any changes to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
2. DESCRIPTION OF ALL CHARITIES COUNT.
ALL CHARITIES COUNT is a corporation focused on increasing understanding of, contributions to, and participation in charitable organizations and activities. ALL CHARITIES COUNT marketing and business development consulting services help businesses increase the visibility of their charitable activities. Through the ALL CHARITIES COUNT Web-based community and hosted social events, individuals and businesses have the opportunity to network and gain knowledge about the many charitable organizations in existence, so that members can make decisions on how to donate their time and money.
The ALL CHARITIES COUNT website is the central component of the organization. The site is designed to promote, educate, and build relationships based on charitable and community interests. On the site, members can participate in weekly blogs; post and learn about upcoming charitable events; upload photos of events attended; vote on local, national, and international charities of interest; and view inspirational videos and commercials about various charities.
The website is designed to fulfill the ALL CHARITIES COUNT mission of bringing awareness to charitable and community activities and encourage people get involved in acts of charity. All website visitors and members are encouraged to volunteer and make monetary donations.
ALL CHARITIES COUNT provides a simple and quick means for registered users who are event organizers and planners ("Organizers") to collect event registration fees for their events online from registered users who want to attend such events ("Buyers" or "you"). Organizers may visit the Site, fill out a questionnaire about their event, including pricing, location, ticket inventory, etc., and collect event registration fees online directly from Buyers. Payments are all transacted through PayPal.
3. YOUR USE OF THE SERVICES.
3.2 The Services.
All Charities Count hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services for the purposes of browsing the Site, and searching for, viewing, registering for, and interacting with, an event that is registered on the Site, in each case (i) in compliance with this TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for timesharing, service bureau, or commercial purposes; (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; (v) engage in any activity that interferes with or disrupts the Services; or (vi) engage in any fraudulent activity or activity that facilitates fraud.
If you are allowed to download or use any Software in connection with the Services, ALL CHARITIES COUNT hereby grants you a personal, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by ALL CHARITIES COUNT in conjunction with the Software. For purposes of this TOS, "Software" shall mean any and all software that is available on or through the Site or otherwise provided by ALL CHARITIES COUNT, including without limitation ALL CHARITIES COUNTs mobile applications (such as All CHARITIES COUNT app). For clarity, the Software will be deemed a part of the "Services" hereunder.
The Software and the transmission of applicable data is subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. You shall also be responsible for using the Software in a manner that complies with all federal, state and local laws and the rules and regulations of all credit card companies.
The Software and related documentation are "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the Software or such documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in this TOS.
4. Event Ticket purchase & PAYMENT of Buyer
It is the responsibility of the Organizer to communicate its refund policy to Buyers and to issue refunds to Buyers via the Site or otherwise. If a Buyer desires to request a refund, Buyer must request the refund from the Organizer. All communications or disputes regarding refunds are between the Organizer and Buyer and ALL CHARITIES COUNT will not be responsible or liable in any way for refunds, errors in issuing refunds, or lack of refunds in connection with the Services. All communications and disputes regarding chargebacks and refunds are between the Organizer and Buyer and ALL CHARITIES COUNT will not be responsible or liable in any way for chargebacks in connection with a Buyer's use of the Services. If you are a Buyer and you wish to request a refund in connection with an event listed on the Services, you should contact the applicable Organizer directly.
5. Event planner/organizer PAYMENT METHODS.
Payment processing Service: (1) "Payment Processing Service" or "PPS", monetary payments will be made to the Organizer directly by Buyers (via PPS).
5.2 Payment Processing Service.
(a) Independent Relationship.
(b) Services Fees.
Organizers will collect all monies directly from Buyers under the PPS option. By registering for and using the PPS option, you agree to (i) pay ALL CHARITIES COUNT all then-applicable ticket sale service charges, which are based on the number of tickets sold by you and/or the value of such tickets, and which charges are described in greater detail below:
All Charities Count, Inc. Example --- Event Ticket Fee Table
All Charities Count Ticket Sale Service Charges
Cost Per Ticket
TBD By Host
2.9 % + $0.30
("Ticket Sale Service Charges"), on-site service fees, equipment lease charges, printed ticket fees, and any other fees and charges of any kind payable by you to ALL CHARITIES COUNT in connection with the provision of the Services (collectively, "Service Fees"), which payments shall be due and payable upon receipt of the invoice setting forth such charges; and (ii) accept the responsibility for providing refunds to Buyers at your own discretion. ALL CHARITIES COUNT will not be responsible or liable for, and Organizer hereby agrees to fully indemnify ALL CHARITIES COUNT and its affiliates for, refunds, errors in issuing refunds, or lack of refunds in connection with the use of the FPP option. Invoices are sent monthly for Service Fees incurred in the previous month.
5.3 Non-Exclusive Remedies.
In the event that Organizer fails to pay to ALL CHARITIES COUNT any amount owed pursuant to this TOS when due, such amount shall bear interest calculated from the date due until paid in full at a rate equal to the lesser of (a) ten percent (10%) per annum, and (b) the maximum amount permitted by applicable law. In the event any amounts are owed by Organizer to ALL CHARITIES COUNT under this TOS or otherwise, ALL CHARITIES COUNT may, without limiting its other rights and remedies, (i) deduct such amounts from Organizer's outstanding balance, whether for that particular event or for any other event that Organizer lists through the Services; and/or (ii) send an invoice to Organizer for such amounts to the extent Organizer's outstanding balance is insufficient to cover these costs, in which case Organizer shall pay ALL CHARITIES COUNT such invoiced amounts within thirty (30) days after the date of the invoice. In addition, Organizer hereby agrees and authorizes ALL CHARITIES COUNT to initiate an electronic funds transfer to debit the amounts owed from any of Organizer's bank accounts to which Event Registration Fees have been sent. If payment for any amounts due to ALL CHARITIES COUNT hereunder are not made by Organizer when due, ALL CHARITIES COUNT reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Organizer's registration for the Services (including any and all accounts that Organizer may have) and to cancel all other events listed by Organizer.
Upon receipt of a credit card authorization from each individual ticket purchase, ALL CHARITIES COUNT via “Paypal” generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by ALL CHARITIES COUNT through the Services, and it is your responsibility to verify the Buyer's membership status, confirmation number and/or any event restrictions prior to the subject event.
(c) Taxes; Withholding.
You are responsible for (and will indemnify ALL CHARITIES COUNT and its affiliates against) all taxes associated with your sale of tickets through the Services (excepting taxes based on ALL CHARITIES COUNT'S net income), which amounts may be withheld from payments due to you or invoiced to you. In addition, if in a given calendar year ALL CHARITIES COUNT processes transactions for your account (i) for more than $20,000 in gross sales and (ii) in more than 200 order transactions, ALL CHARITIES COUNT is required to report those transactions to the Internal Revenue Service, along with your name, address and Tax Identification Number. ALL CHARITIES COUNT will contact you during the year for this information if you meet these thresholds.
ALL CHARITIES COUNT reserves the right to withhold the payment of any amounts owed to you hereunder if (i) ALL CHARITIES COUNT suspects or determines that such amounts have been generated in (A) a fraudulent manner, (B) violation of this TOS, or (C) violation of any applicable laws or regulations (foreign or domestic), or (ii) ALL CHARITIES COUNT is required to do so by applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by ALL CHARITIES COUNT).
You are solely responsible for the photos, profiles (including your name, image, and likeness), messages, notes, text, information, music, video, advertisements, listings, and other content that you upload, publish or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other users (collectively the "User Content"). You may not post, transmit, or share User Content on the Site or Service that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Company violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to the Company.
When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that the Company may retain archived copies of your User Content. All Charities Count does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.
You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by ALL CHARITIES COUNT in connection with the Services (collectively, "Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. ALL CHARITIES COUNT may own the Site Content or portions of the Site Content may be made available to ALL CHARITIES COUNT through arrangements with third parties.
You understand that except for advertising programs offered by us on the Site (e.g., All Charities Count Flyers, All Charities Count Marketplace), the Service and the Site are available for your personal, non-commercial use only. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.
In addition, you agree not to use the Service or the Site to: harvest or collect email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications; use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site; use automated scripts to collect information from or otherwise interact with the Service or the Site; upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; upload, post, transmit, share, store or otherwise make available any videos other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original art or animation created by you or your friends; register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity; impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity; upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes; upload, post, transmit, share or otherwise make available any material that 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; intimidate or harass another; upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; use or attempt to use another's account, service or system without authorization from the Company, or create a false identity on the Service or the Site. upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Company or its users to any harm or liability of any type.
7.2 Certain Restrictions.
Whether you are using the Services as a Buyer or other non-Organizer, you understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to Organizers, Buyers and other non-Organizers. You agree not to use the Services to:
- upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;
- harm minors in any way;
- impersonate any person or entity, including, but not limited to, an ALL CHARITIES COUNT representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
- upload, post, email, transmit or otherwise make available any Content related to the sale or provision of goods and services other than the sale or provision of tickets and registrations to events listed on the Site and other goods and services being sold or provided in conjunction with such events;
8. Fundraising For a Cause.
All Charities Count may provide you the opportunity to post your Cause on All Charities Count to showcase and share certain information about the Cause and elicit feedback and financial contributions from other Members. Your Cause Posting is User Content (as defined below), and is subject to all the terms and conditions relating to User Content in this Agreement. It is a breach of this Agreement to post a false or misleading Cause or to post false or misleading information in your Cause Profile. Members who post Causes are sometimes referred to in this Agreement as "Content Creators."
8.1. Cause Fundraising
All Charities Count may provide you the opportunity to fundraise for your Cause by soliciting financial contributions to support the Cause from Members ("Contributions"). The rules governing fundraising for your Cause (the "Fundraising Rules") are as follows: A. The first step in launching a fundraising campaign using the Service is to create a Cause profile page and post a "Funding Request." To post a Funding Request, set your goal for the total Contributions you wish to raise during your current campaign ("Campaign Goal") and the date by which you'd like to raise the funds ("Campaign Deadline") on your Cause Profile page. The Campaign Deadline can be between 1 and 120 days out. (Note: The number of Causes you can create is unlimited.) B. You will be required to designate the legal entity to which funds will be directed (the "Cause Entity"). By providing the name of your Cause Entity to All Charities Count, you represent and warrant that you are an authorized representative of the Cause Entity with the authority to bind the Cause Entity to the terms of this Agreement, that the Cause Entity is the legal entity responsible for the Cause and accountable for the use of any funds raised for it on All Charities Count, and that you accept this Agreement on the Cause Entity's behalf. C. To receive Contributions, your Cause Entity must establish an account (a "Funding Account") with the payment processor designated by All Charities Count at the time you post your Cause (the "Processor"). You understand and agree that your Funding Account will be governed by your agreement with the Processor, and that All Charities Count shall have no liability for your Funding Account or your transactions or interactions with the Processor. D. All Contributions made to a Cause will be directed to the Cause Entity's Funding Account. All Charities Count is not responsible for any error or omission in the Funding Account information you provide. All necessary fund transfers will be initiated within 5 business days of the campaign end date. It can then take up to 5 business days for the disbursed funds to arrive in your account. E. When you reach your Campaign Deadline, your Funding Request will automatically close and no more Contributions will be accepted for your Cause. You may make a new Funding Request any time after the end of your last Funding Request closes. If you reach your Campaign Goal by your Campaign Deadline. F. You may offer non-monetary rewards for Contributions ("Perks"), provided that the offering of such Perks is lawful under all applicable laws, including without limitation state and federal securities laws, and otherwise complies with the terms and conditions of this Agreement. Any Cause Funding payments may be subject to verification of the identity of you and the Cause Entity, the use of funds, and the timeline of the Cause. The verification procedure may involve an interview and/or document review if deemed necessary and may vary from time to time in our sole discretion. You and the Cause Entity agree that Cause Funding may only be used on behalf of the Cause, and that Cause Funding will not be used for any other purpose. You agree that if at any time during while a Funding Request is open or within thirty (30) days of the close of a Funding Request, All Charities Count makes a good faith determination that the identity of you or the Cause Entity or the timeline of the Cause are not as identified in the Cause Posting, or that the Cause Funding has not been used solely on behalf of the Cause, you will promptly refund the entire amount of Cause Funding from such Funding Request to the Contributors. We may change the Fundraising Rules at any time upon notice to you. If you do not accept a change we make to the Fundraising Rules, your sole remedy shall be to terminate your Cause Posting. You shall have full responsibility for applicable taxes for all Cause Funding paid to you under this Agreement, and for compliance with all applicable labor and employment requirements with respect to your self-employment, sole proprietorship or other form of business organization, and with respect to your employees and contractors, including state worker's compensation insurance coverage requirements and any U.S. immigration visa requirements. You agree to indemnify, defend and hold All Charities Count harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on All Charities Count by the relevant taxing authorities with respect to any Cause Funding paid to you. All Charities Count makes no guarantee regarding the number or amount of Contributions, or the amount of any Cause Funding payment to be made to you or the Cause Entity under this Agreement.
8.2. Contributing to Causes
All Charities Count may provide you the opportunity to make Contributions to Cause Postings on the Service. You may contribute to any Cause with an open Funding Request in any amount you choose. You may contribute to as many Causes as you like. It is solely your choice to contribute to a Cause. You understand that making a Contribution to a Cause does not give you any rights in or to that Cause, including without limitation any ownership, control, or distribution rights, and that the Cause Entity shall be free to solicit other funding for the Cause, enter into contracts for the Cause, allocate rights in or to the Cause, and otherwise direct the Cause in its sole discretion. You further understand that nothing in this Agreement or otherwise limits All Charities Count's right to enter into agreements or business relationships relating to Causes. All Charities Count does not guarantee that any Cause's Campaign Goal will be met. Any Perks offered to you are between you and the Cause Entity only, and All Charities Count does not guarantee that Perks will be delivered or satisfactory to you. All Charities Count does not warrant the use of any Cause Funding or the outcome of any Cause. Contributions to Causes are nonrefundable. Under certain circumstances All Charities Count may, but is under no obligation to, seek the refund of Cause Funding if the Cause Entity misrepresents the Cause or misuses the funds. You acknowledge and agree that all your Contributions are between you, the Cause Entity, and the Processor only, and that All Charities Count is not responsible for Contribution transactions, including without limitation any personal or payment information you provide to the Processor. All Charities Count makes no representations regarding the deductibility of any Contribution for tax purposes. Please consult your tax advisor for more information.
8.3. Assignment of Cause-Related User Content
All User Content posted to a Cause ("Cause Feedback") shall be the sole and exclusive property of the Content Creator that posted that Cause. You hereby assign to the Content Creator, or its designee, all your right, title and interest throughout the world in and to any and all Cause Feedback you post to that Content Creator's Cause. You hereby waive and irrevocably quitclaim to the Content Creator or its designee and All Charities Count any and all claims, of any nature whatsoever, that you now have or may hereafter have for infringement of any and all Cause Feedback you post to that Content Creator's Cause. If you post a Cause, you acknowledge and agree that All Charities Count cannot take responsibility for your use of Cause Feedback and you use Cause Feedback at your own risk. You hereby agree to indemnify, defend and hold All Charities Count harmless from any liability arising from or relating to your use of Cause Feedback.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
8.5. DMCA Notice
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify All Charities Count's copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA"). For your complaint to be valid under the DMCA, you must provide the following information in writing: 1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner; 2. Identification of the copyrighted work that you claim has been infringed; 3. Identification of the material that is claimed to be infringing and where it is located on the Service; 4. Information reasonably sufficient to permit All Charities Count to contact you, such as your address, telephone number, and e-mail address; 5. 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 law; and 6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner. The above information must be submitted to the following DMCA Agent: Name: Larry Hackett Attn: DMCA Notice Company: All Charities Count, Inc. Address: 19828 Apple Ridge Pl. Gaithersburg, MD 20886 Telephone & Fax: 301-977-8129 Email: info@AllCharitiesCount.com UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES. Please note that this procedure is exclusively for notifying All Charities Count and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with All Charities Count's rights and obligations under the DMCA, including 17 U.S.C. 512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. In accordance with the DMCA and other applicable law, All Charities Count has adopted a policy of terminating, in appropriate circumstances and at All Charities Count's sole discretion, members who are deemed to be repeat infringers. All Charities Count may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
8.6. Additional Representations and Warranties
You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following: a. You are at least 18 years of age, and that if you are under 18 years of age you are either an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. b. You have the written consent of each and every identifiable natural person in the User Content to use such person's name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use. c. Your User Content and All Charities Count's use thereof as contemplated by this Agreement and the Service will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.
8.7. Third-Party Websites, Advertisers or Services
The following describes the terms on which All Charities Count Market Place offers you access to our sites, services, and tools (including, but not limited to, applications).
9.0. Using All Charities Count Market Place
While using All Charities Count Market Place sites, services and tools, you will not:
- post content or items in inappropriate categories or areas on our sites and services;
- violate any laws, third party rights or our policies;
- use our sites, services or tools if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our sites, services, or tools;
- fail to deliver payment for items purchased by you, unless the seller has materially changed the item's description after you purchase, a clear typographical error is made, or you cannot reach the seller;
- fail to deliver items purchased from you, unless the buyer fails to meet the posted terms, or you cannot reach the buyer;
- manipulate the price of any item or interfere with other users' listings;
- circumvent or manipulate our fee structure, the billing process, or fees owed to All Charities Count Market Place;
- post false, inaccurate, misleading, defamatory, or libelous content;
- distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
- distribute viruses or any other technologies that may harm All Charities Count Market Place, or the interests or property of All Charities Count Market Place users;
- harvest or otherwise collect information about users, including email addresses, without their consent.
9.1. Buyer Protection
Changing a reimbursement method will not affect All Charities Count Market Place use of a payment method on file for other purposes (such as payment of your All Charities Count Market Place fees). If sellers do not provide All Charities Count Market Place with a valid reimbursement method, we may collect amounts owed using other collection mechanisms, including retaining collection agencies. We may also suspend or restrict sellers from buying or selling on our sites and using our services and tools until payment is made.
- Correcting Mistakes in Payments to Buyers or Sellers. We reserve the right to fix any processing errors we discover. We will correct any processing errors by debiting or crediting the payment method used for the All Charities Count Market Place Buyer Protection refund or reimbursement.
To protect against the risk of liability, All Charities Count Market Place has at times requested, and may continue to request, that PayPal hold seller funds based on certain factors, including, but not limited to, selling history, seller performance, riskiness of the listing category, or the filing of an All Charities Count Market Place Buyer Protection claim. PayPal has held, and will continue to hold, seller funds pursuant to the terms of the PayPal User Agreement, PayPal policies and any other agreement entered into between PayPal and its users.
When providing us with content or posting content on All Charities Count Market Place sites, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights you have in the content, in any media known now or in the future.
9.4. Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code
We respond to notices of alleged copyright infringement as required by the United States Digital Millennium Copyright Act.
9.5. Limitation of Liability
We try to keep All Charities Count Market Place and its sites, services, and tools safe, secure, and functioning properly. You acknowledge that we cannot guarantee the continuous operation of or access to our sites, services, or tools. You further acknowledge that operation of and access to our sites, services, or tools may be interfered with as a result of technical issues or numerous factors outside of our control. You agree that you are making use of our sites, services, and tools at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold All Charities Count Market Place responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
- Your use of or your inability to use our sites, services and tools;
- Delays or disruptions in our sites, services, or tools;
- Viruses or other malicious software obtained by accessing our sites, services, or tools or any site, services, or tool linked to our sites, services, or tools;
- Glitches, bugs, errors, or inaccuracies of any kind in our sites, services, and tools or in the information and graphics obtained from them;
- The content, actions, or inactions of third parties, including items listed using our sites, services, or tools or the destruction of allegedly fake items;
- A suspension or other action taken with respect to your account;
- Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this User Agreement or our policies; All Charities Count Market Place reserves the right to modify its policies and this User Agreement at any time consistent with the provisions outlined herein.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Our sites allows users to offer, sell, and buy just about anything, at any time, from anywhere, in a variety of pricing formats and locations, such as Stores, fixed and price formats. We are not involved in the actual transaction between buyers and sellers. While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the existence, quality, safety, or legality of items advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.
If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
9.7. Access and Interference
Information on our sites is subject to constant updates and changes. Much of the information on the sites is also proprietary or is licensed to All Charities Count Market Place by our users or third parties. You agree that you will not use any robot, spider, scraper, or other automated means to access our sites for any purpose without our express handwritten permission.
- Additionally, you agree that you will not:
- take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
- copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from our sites, services, or tools without the prior express written permission of All Charities Count Market Place and the appropriate third party, as applicable;
- interfere or attempt to interfere with the proper working of our sites, services, or tools, or any activities conducted on or with our sites, services, or tools; or
9.8. Listing Conditions
By listing an item on All Charities Count Market Place sites, you agree to pay All Charities Count Market Place fees, to assume full responsibility for the content of the listing and item offered, and to accept the following listing conditions: When you list an item on All Charities Count Market Place sites, your listing will be posted on All Charities Count Market Place sites and can be viewed in My All Charities Count Market Place. Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances), so All Charities Count Market Place can't guarantee exact listing durations. All Charities Count Market Place may also affect whether your listing appears in search results. Where your listing appears in search and browse results may be based on certain factors including, but not limited to, listing format, title, activity, end time, keywords, price and shipping cost & feedback.
9.9. Purchase Conditions
You are responsible for reading the full item listing, including any instructions the seller provides, or you commitment to buy. If you make a commitment to buy, you enter into a legally binding contract with the seller and are obligated to purchase the item.
You will indemnify and hold us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of All Charities Count Market Place sites, services, or tools, and/or your violation of any law or the rights of a third party.
9.11. No Agency
No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this User Agreement.
9.12. Legal Disputes
You and All Charities Count Market Place agree that any claim or dispute at law or equity that has arisen or may arise between us will be resolved in accordance with the provisions set forth in this Legal Disputes Section. Please read this Section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.
A. Applicable Law
You agree that the laws of the State of Maryland, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and All Charities Count Market Place, except as otherwise stated in this User Agreement.
B. Agreement to Arbitrate
You and All Charities Count Market Place each agree that any and all disputes or claims that have arisen or may arise between you and All Charities Count Market Place shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
- Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND ALL CHARITIES COUNT MARKET PLACE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ALL CHARITIES COUNT MARKET PLACE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER ALL CHARITIES COUNT MARKET PLACE USERS.
- Arbitration Procedures
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator also must follow the terms of this User Agreement as a court would.
The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA's website at http://www.adr.org.
The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or All Charities Count Market Place may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and All Charities Count Market Place subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or All Charities Count Market Place, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of Utah, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different All Charities Count Market Place users, but is bound by rulings in prior arbitrations involving the same All Charities Count Market Place user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Costs of Arbitration
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, All Charities Count Market Place will pay all filling, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by All Charities Count Market Place should be submitted by mail to the AAA along with your Demand for Arbitration and All Charities Count Market Place will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, All Charities Count Market Place will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse All Charities Count Market Place for all fees associated with the arbitration paid by All Charities Count Market Place on your behalf, which you otherwise would be obligated to pay under the AAA's rules.
With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if a court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If a court decides that any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief") is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the User Agreement and its Legal Disputes Section will continue to apply.
C. Judicial Forum for Legal Disputes
Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to Arbitrate or a court order, you agree that any claim or dispute that has arisen or may arise between you and All Charities Count Market Place must be resolved exclusively by a state or federal court located in Montgomery County, Maryland. You and All Charities Count Market Place agree to submit to the personal jurisdiction of the courts located within Montgomery County, Maryland for the purpose of litigating all such claims or disputes.
You agree to defend, indemnify and hold ALL CHARITIES COUNT, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a "Claim") due to or arising out of: your Content; the events listed on the Service; your use of, contribution to or connection with the Service; your violation of this TOS; and/or your violation of any rights of another. ALL CHARITIES COUNT shall provide notice to you of any such Claim, provided that the failure or delay by ALL CHARITIES COUNT in providing such notice shall not limit your obligations hereunder. ALL CHARITIES COUNT reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting ALL CHARITIES COUNT's defense of such matter.
ALL CHARITIES COUNT, in its sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due ALL CHARITIES COUNT, or if ALL CHARITIES COUNT believes that you have violated or acted inconsistently with the letter or spirit of this TOS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that ALL CHARITIES COUNT may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that ALL CHARITIES COUNT shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of this TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).
12. DISCLAIMER OF WARRANTIES.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALL CHARITIES COUNT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ALL CHARITIES COUNT MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY, SAFETY OR LEGALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU, OR EVENTS ATTENDED, THROUGH THE SERVICES, OR THE SERVICES THEMSELVES (OR ANY PART THEREOF), WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ALL CHARITIES COUNT IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, BUYER OR OTHER NON-ORGANIZER, ORGANIZER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND ALL CHARITIES COUNT WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT ALL CHARITIES COUNT HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS' (INCLUDING BUYERS', OTHER NON-ORGANIZERS' AND ORGANIZERS') CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING BUYERS, OTHER NON-ORGANIZERS AND ORGANIZERS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of users, Buyers, other non-Organizers, Organizers and/or third parties in connection with the Site or any Services to ALL CHARITIES COUNT. ALL CHARITIES COUNT, in its sole discretion, may investigate the claim and take necessary action.
13. LIMITATION OF LIABILITY.
ALL CHARITIES COUNT SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TOS, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ALL CHARITIES COUNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF US$100.00 IN THE AGGREGATE FOR ALL CLAIMS WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND ALL CHARITIES COUNT'S REASONABLE CONTROL. ALL CHARITIES COUNT SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. IN ADDITION, ALL CHARITIES COUNT IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY FPM SERVICE), AND ALL CHARITIES COUNT HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE ALL CHARITIES COUNT, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER ORGANIZERS, BUYERS, AND OTHER NON-ORGANIZERS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR ANY EVENTS LISTED THEREON.
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Notices to you may be made via either email or regular mail to the address in ALL CHARITIES COUNT's records. The Services may also provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Services. Any notice from you to us shall be sent in writing to our mailing address at All Charities Count, Inc., 19828 Apple Ridge PL, Gaithersburg, MD 20886, USA,.