Terms and Conditions

Terms and Conditions of Use Agreement

The terms "FundDuel.com" or "Us" or "We" or "Our" refer to Fund Duel, Inc., together with Our affiliates, successors and assigns. The term "You", "Your", and "Yourself" refers to the user or viewer of Our Platform or Services, including Duel Teams, Duel Participants, Duel Coordinators, Donors, Charities, Merchants, sponsors, advertisers, and other registered and unregistered users of Our Services or Our Platform (which may include users who simply "like" or "heart" Duels or otherwise interact with Our Platform or Services).

1. Acceptance of Agreement.

READ THIS: By clicking the "I Agree" button below or by accessing, visiting, browsing, using or attempting to interact with or use any part of Our website or mobile applications and/or Our social media sites and any other digital services and platforms officially operated or used by Us from time to time (collectively, the "Platform"), or any of Our software, services, products, features, functionality or FundDuel Content (as defined in Section 8) provided by or through Our Platform (collectively, the "Services"), You agree that You have read, understand and agree to comply with and be bound by this Terms and Conditions of Use Agreement (including all supplemental terms applicable to any Services or FundDuel Content), all of which are incorporated herein by reference, and as they are all amended from time to time, the "Agreement"). This Agreement constitutes the entire and only agreement between Us and You, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to Our Platform, Our Services, and the subject matter of this Agreement. Please review this Agreement carefully. If You do not agree to this Agreement's terms, You should not use Our Platform or Services. When You use any of Our Services You will also be subject to the terms and agreements applicable to that Service. You are also subject to Our Privacy Policy and all applicable Laws. This Agreement may be amended at any time by Us, in Our sole discretion, without specific notice to You, and the latest Agreement will be posted on Our Platform and the terms thereof will be effective immediately unless otherwise indicated by Us in writing. Accordingly, You should visit Our Platform and review this Agreement periodically to determine if any changes have been made. Continued use of any part of Our Platform or Our Services constitutes Your acceptance of such changes, whether You have viewed them or not. If You do not wish to accept this Agreement, or any changes to it, or Our Platform or Services, You may discontinue Your use of Our Platform and Services. BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS NOT SPECIFICALLY SET FORTH HEREIN.

2. Fundraising Venue.

(a) Among other matters, Our Platform is designed to, and/or may or does:

  1. Provide an online fundraising venue for people and entities (individually, "Duel Participant", and collectively, "Duel Team") seeking to raise funds through fundraising competitions and campaigns ("Duels") hosted on Our Platform, and with respect to which persons or entities (each a "Donor") will use Our Platform and Services to make Donations to benefit a Duel Team or with respect to a Duel.
  2. Permit people and entities to use Our Platform and Services to post videos and/or other Content of anyone and/or to like or dislike posted videos and/or Content of anyone, with respect to Duels, Duel Participants and Charities.
  3. Provide an online fundraising venue for charitable causes and/or organizations ("Charity" or "Charities") seeking to raise funds from Donations made by Donors directly through Our Platform and/or Services and/or indirectly through a link to the website or mobile application of the Charity ("Fundraising Effort"). If You or Your Charity would like to be listed as a Charity on Our Platform, please contact Us at Linda@FundDuel.com.
  4. Permit Donors to use Our Platform and/or Services to contribute donations of money, prizes or awards to Duels or Fundraising Efforts ("Donation"). If You make a Donation, You understand and agree as follows: (i) that We are not a charitable organization, (ii) that Your Donation to a Duel or Fundraising Effort or otherwise may not be a tax-deductible charitable Donation, (iii) that the listing of a Duel or Charity on Our Platform does not mean that the Duel Team or Charity has been deemed, or will remain deemed, a charitable or tax-advantaged organization by the Internal Revenue Service, and (iv) We have no responsibility to ascertain whether Your Donation is tax deductible. It is Your responsibility to determine whether a Donation is tax deductible BEFORE You make the Donation.
  5. Permit users of Our Platform and Services to take such other actions as and when permitted by Our Platform and Services.
  6. Permit people and entities to set up Duels and/or find Duel Teams and Duel Participants to participate in Duels hosted on Our Platform and using Our Services ("Duel Coordinator"). We have no responsibility to make sure either party fulfills its obligations under any such agreement between them, if any.

(b) Our Platform is an administrative platform only. We do not endorse, and are not responsible for, and are not a party to any agreement between, any of the following: You, Duel, Fundraising Effort, Duel Participant, Duel Team, Duel Coordinator, Donor, Charity, Merchant, third party, or any user or viewer of Our Platform or Our Services. We are under no obligation to become involved in disputes between any of the foregoing parties, or to make any changes to accounts of the parties. In the event of any dispute among any parties, We may provide the disputing party's contact information to the other part(ies) so that all the affected parties may resolve their dispute if they so choose.

(c) We make no representation, warranty, or guarantee about any of the following: (1) any matter regarding any Duel, Fundraising Effort, Reward or Donation, including the quality, safety, morality, and legality thereof, (2) the truth or accuracy of any of Your or anyone else's Content, including FundDuel Content, (3) that a Reward will be provided to anyone as or when stated, (4) that Donations will be used as described in the Duel or in the Fundraising Effort, (5) that any Donation to a Charity or a Duel (regardless of whether the purported recipient of that Donation is a recognized 501(c)(3) or other tax-advantaged organization under the Internal Revenue Code) is or will be tax deductible, (6) that a Duel Team, Duel Participant, Duel Coordinator or Charity will deliver Rewards as promised, or (7) that a Duel or Charity will obtain a certain amount of Donations or any Donations at all, or that the Duel or Charity will achieve its goals.

(d) For purposes of this Agreement, the term "Duel Team" and "Charity" shall also be deemed to include any individual(s) designated as a beneficiary of a Duel or a Fundraising Effort, as the case may be, and the terms "Duel Team", "Charity", "Duel Coordinator", "Duel Participant", "Donor" and "Merchant" include You, when You are acting in any of those capacities.

3. Our Reservation of Rights.

In addition to any other rights We may have under this Agreement, We reserve the right, but have no obligation, to do the following:

(a) We may in Our discretion attempt to verify the identity and other information provided to Us by any user or viewer of Our Platform or Services; and We may delay, withhold, reverse or refund any Donations or other amounts without notice or liability in the event We are unable to verify any such information to Our satisfaction;

(b) If the amounts raised by a Duel or Fundraising Effort on Our Platform exceeds a certain threshold and/or a Duel or Fundraising Effort has a high number of refunds or chargebacks (each as determined by Us in Our sole discretion), We may withhold a percentage of the Donations for a period of time in Our discretion;

(c) We can set minimum amounts for Duels and minimum Donations, in Our sole discretion;

(d) We may obtain reimbursement of any amounts owed by a Duel Team, Duel Participant, Duel Coordinator or Charity to Us by holding funds from the Donations, or from the bank account associated with the Duel or Fundraising Effort, or by seeking reimbursement from the Duel Team, Duel Participant, Duel Coordinator or Charity by any other lawful means, including by using third party collection services;

(e) We can investigate anyone including You by engaging public and private organizations, including, but not limited to collection agents, private investigators, and local, state, federal and applicable international agencies, and take appropriate action against anyone including You who, in Our sole discretion, violates any of the terms or spirit of this Agreement, including, removing offending Content, suspending, terminating, canceling, rejecting, interrupting, removing, or discontinuing the account of such violators, stopping payments with respect to any Duel or Fundraising Effort, freezing or placing a hold on Donations when We reasonably believe it to be required by applicable Law, and reporting You or anyone to law enforcement authorities or otherwise taking appropriate legal action including seeking restitution on behalf of Us and/or Our users. If You have reason to believe that a Duel Team or Charity is not raising or using the funds for their stated purpose, please alert Our team to this potential issue and We may investigate;

(f) At any time, We can disclose any information as necessary in Our discretion to satisfy any applicable Law, regulation, legal process, or governmental request;

(g) We may refuse use of Our Services and Platform to anyone at any time for any reason in Our discretion. At any time for any reason, including to comply with applicable Laws, and to take any actions We deem necessary in Our sole discretion to protect Our users, business partners, business or the public, We can suspend, deny, terminate, cancel, reject, interrupt, remove, or discontinue (i) any Promotion, Reward, Duel, Donation, or Fundraising Effort conducted on Our Platform or using Our Services, and (ii) any user from using Our Services and/or Platform;

(h) We have the right and will ask for the tax identification number of Duel Participants, Duel Coordinators, Charities, Donors, other users and any beneficiaries so that We may report taxable income to the relevant taxing authorities. We will provide the foregoing parties with a tax document if We are made aware that that is required by the relevant taxing authorities;

(i) We may communicate with You officially by any reasonable means now known or later developed. These currently include email, regular mail, and postings on Our Platform, but these methods may be modified or supplemented at any time in Our discretion;

(j) We may take up to 20 business days to release Donations to the applicable Duel Team or Charity following the conclusion of the Duel or Fundraising Effort, as the case may be. No Donations shall be released while a Duel or Fundraising Effort is in process. Any interest earned on Donations shall belong to Us; and

(k) Donations that remain unclaimed for 365 days after the conclusion of the Duel or Fundraising Effort ("Expiration Date") shall be deemed unclaimed, and We shall have no liability to release said Donations to the Duel or Charity following such Expiration Date.

4. Fees; Refunds.

(a) Although We charge no fees to set up a Duel or a Fundraising Effort, industry-standard payment processing fees apply to each Donation ("Processing Fees"). To learn more about applicable Processing Fees, visit Our payment processor's ("Payment Processor") list of Processing Fees at https://stripe.com/us/pricing.

(b) We do not issue refunds. If You would like a refund of a Donation or otherwise, then You must contact the Duel Team or Charity directly regarding refunds.

5. Some Duties of Duel Participants, Duel Teams, Charities, Donors and You.

(a) Duties of Duel Participants and Duel Teams. In addition to any other obligations, representations and warranties of Duel Participants and Duel Teams under this Agreement, each Duel Participant and Duel Team:

  1. Is legally bound to perform on any promise and/or commitment made to Donors (including delivery of any Rewards). If a Duel Team is unable to fulfill any of its commitments to Donors (including delivery of any Rewards), the Duel Team will work with the Donors to reach a mutually satisfactory resolution, which may include refunding Donations;
  2. Shall respond promptly and truthfully to all questions posed by Us, any Donor, or anyone in connection with use of Our Platform and Services;
  3. May not create multiple Duels without proof of meeting fulfillment obligations from every previous Duel. Failure to adequately fulfill Duel obligations may result in Us removing Duels and/or Duel Participants from Our Platform and Services, temporarily or permanently, in Our discretion, and Us seeking reimbursement of Donations raised, including by using third party collection services;
  4. Agrees that We will not be required to disburse Donations from a Duel to any third parties, but only directly to the Duel Team;
  5. Shall comply with all applicable Laws, including those related to the solicitation, collection and use of Donations and delivery of Rewards;
  6. Is responsible for collecting and remitting any taxes on Donations and in connection with Rewards, and to determine what, if any, taxes apply to the Donations received;
  7. May not use a false email address for any reason, including to self-fund, or contribute to, their own Duels;
  8. Should be aware that many states impose charitable fund solicitation Laws to guide direct or indirect fund solicitation activities in those states. While provisions vary state to state, these state Laws typically include registration and reporting requirements;
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  9. Shall fully cooperate with any request from Us for evidence We deem in Our sole discretion is appropriate to verify compliance with this Agreement;
  10. Shall obtain any insurance as deemed necessary by the Duel Team to insure the Duel, Duel-related events and/or activities and/or persons, Donors and Duel Participants; and
  11. Represents, warrants and covenants to Us as follows: (i) all information each of them provides in connection with a Duel is and will continue to be accurate, complete and not otherwise designed to mislead, defraud, or deceive any one; (ii) all Donations contributed to the Duel will be used solely as described in the materials posted with or about the Duel; (iii) to the extent any personal data of any third party is shared with Us for any purpose, including the names, email addresses and phone numbers of personal contacts, each of them has the authority (and necessary consents), as required under applicable Law, to provide Us with such personal data and allow Us to use such personal data for the purposes for which it was shared with Us; (iv) each of them will provide and maintain true, accurate, current and complete information about themselves as prompted by Our registration form pursuant to Section 14 below; (v) any credit information supplied to Us by any of them is true and complete; (vi) charges incurred will be honored by their credit card company; (vii) each will pay the charges incurred at the posted prices, including any applicable taxes and Platform Fees; and (viii) Our Platform and Services will not be used for any purpose that is unlawful, immoral, or otherwise prohibited by this Agreement.

(b) Duties of Charities. In addition to any other obligations, representations and warranties of Charities under this Agreement, each Charity:

  1. Is legally bound to perform on any promise and/or commitment made to Donors (including delivery of any Rewards). If a Charity is unable to fulfill any of its commitments to Donors (including delivery of any Rewards), the Charity will work with the Donors to reach a mutually satisfactory resolution, which may include refunding Donations;
  2. Shall respond promptly and truthfully to all questions posed by Us, any Donor, or anyone in connection with use of Our Platform and Services;
  3. May not create multiple Fundraising Efforts without proof of meeting fulfillment obligations from every previous Fundraising Effort. Failure to adequately fulfill these obligations may result in Us removing the Charity and Fundraising Effort from Our Platform and Services, temporarily or permanently, in Our discretion, and Us seeking reimbursement of Donations raised, including by using third party collection services;
  4. Agrees that We will not be required to disburse Donations to any third parties, but only directly to the Charity;
  5. Shall comply with all applicable Laws, including those related to the solicitation, collection and use of Donations and delivery of Rewards;
  6. Is responsible for collecting and remitting any taxes on Donations and in connection with Rewards, and to determine what, if any, taxes apply to the Donations received;
  7. May not use a false email address for any reason, including to self-fund, or contribute to, their own Fundraising Effort;
  8. Should be aware that many states impose charitable fund solicitation Laws to guide direct or indirect fund solicitation activities in those states. While provisions vary state to state, these state Laws typically include registration and reporting requirements;
  9. Shall fully cooperate with any request from Us for evidence We deem in Our sole discretion is appropriate to verify compliance with this Agreement; and
  10. Represents, warrants and covenants to Us as follows: (i) all information each of them provides is and will continue to be accurate, complete and not otherwise designed to mislead, defraud, or deceive anyone; (ii) all Donations contributed to the Fundraising Effort will be used solely as described by the Charity on Our Platform; (iii) to the extent any personal data of any third party is shared with Us for any purpose, including the names, email addresses and phone numbers of personal contacts, each of them has the authority (and necessary consents), as required under applicable Law, to provide Us with such personal data and allow Us to use such personal data for the purposes for which it was shared with Us; (iv) each of them will provide and maintain true, accurate, current and complete information about themselves as prompted by Our registration form pursuant to Section 14 below; (v) any credit information supplied to Us by any of them is true and complete; (vi) charges incurred will be honored by their credit card company; (vii) each will pay the charges incurred at the posted prices, including any applicable taxes; and (viii) Our Platform and Services will not be used for any purpose that is unlawful, immoral, or otherwise prohibited by this Agreement.

(c) Your Duties. In addition to any of Your other obligations, representations and warranties under this Agreement, You:

  1. Shall respond promptly and truthfully to all questions posed by Us or anyone in connection with Your use of Our Platform and Services;
  2. Shall comply with all applicable Laws;
  3. Are responsible for remitting any taxes on any Rewards received through use of Our Platform and Services;
  4. May not use a false email address;
  5. Shall fully cooperate with any request from Us for evidence We deem in Our sole discretion is appropriate to verify Your compliance with this Agreement; and
  6. Represent, warrant and covenant to Us as follows: (i) all information You provide is and will continue to be accurate, complete and not otherwise designed to mislead, defraud, or deceive anyone; (ii) to the extent any personal data of any third party is shared with Us for any purpose, including the names, email addresses and phone numbers of personal contacts, You have the authority (and necessary consents), as required under applicable Law, to provide Us with such personal data and allow Us to use such personal data for the purposes for which it was shared with Us; (iii) You will provide and maintain true, accurate, current and complete information about Yourself as prompted by Our registration form pursuant to Section 14 below; (iv) any credit information You supplied to Us is true and complete; (v) charges incurred will be honored by Your credit card company; (vi) You will pay the charges incurred at the posted prices, including any applicable taxes and Platform Fees; and (vii) Our Platform and Services will not be used for any purpose that is unlawful, immoral, or otherwise prohibited by this Agreement.

(d) Donor Duties. In addition to any other obligations, representations and warranties of Donors under this Agreement, each Donor:

  1. Is solely responsible for asking questions and investigating Duel Teams, Duel Participants, Duels, Fundraising Efforts and Charities to the extent they feel is necessary before making a Donation. All Donations are made voluntarily and at the sole discretion and risk of Donor;
  2. Is solely responsible for determining how to treat their Donations and receipt of any Rewards for tax purposes;
  3. Understands that if a Donation is returned to a Donor, the associated Rewards, if any, shall be canceled, refunded, or returned;
  4. Shall respond promptly and truthfully to all questions posed by Us or anyone in connection with their use of Our Platform and Services;
  5. Shall comply with all applicable Laws;
  6. Is responsible for remitting any taxes on any Rewards received through use of Our Platform and Services;
  7. May not use a false email address;
  8. Shall fully cooperate with any request from Us for evidence We deem in Our sole discretion is appropriate to verify compliance with this Agreement; and
  9. Represents, warrants and covenants to Us as follows: (i) all information they provide is and will continue to be accurate, complete and not otherwise designed to mislead, defraud, or deceive anyone; (ii) to the extent any personal data of any third party is shared with Us for any purpose, including the names, email addresses and phone numbers of personal contacts, they have the authority (and necessary consents), as required under applicable Law, to provide Us with such personal data and allow Us to use such personal data for the purposes for which it was shared with Us; (iii) they will provide and maintain true, accurate, current and complete information about themselves as prompted by Our registration form pursuant to Section 14 below; (iv) any credit information supplied to Us is true and complete; (v) charges incurred will be honored by their credit card company; (vi) they will pay the charges incurred at the posted prices, including any applicable taxes; and (vii) Our Platform and Services will not be used for any purpose that is unlawful, immoral, or otherwise prohibited by this Agreement.

Each Donor understands that We and Our Payment Processor may authorize or reserve a charge on the Donor's credit card (or payment method used) for any amount up to the full amount of the pledged Donation.

6. Rewards.

Subject to the restrictions of this Agreement and applicable Law, a Duel Team or a Charity can offer gifts or rewards in the form of tangible items or intangible services (collectively or individually, "Rewards") to one or more Donors in connection with a Duel or Fundraising Effort. Rewards are not offered for sale. Notwithstanding anything to the contrary in this Agreement, the following are not permitted to be a Reward:

  1. (a) Any form of "security" (as such term is defined in the Securities Act of 1933);
  2. (b) Any form of financial incentive or participation in any profit sharing;
  3. (c) Any alcohol consumer products (vouchers or memberships offering physical delivery of alcohol consumer products are permitted);
  4. (d) Any controlled substance or drug paraphernalia;
  5. (e) Any weapons, ammunition and related accessories;
  6. (f) Any form of lottery or gambling;
  7. (g) Any human remains, such as bones or skulls;
  8. (h) Any items promoting personal injury, death, damage, or destruction to property;
  9. (i) Medical devices;
  10. (j) Health products;
  11. (k) Pornography;
  12. (l) Tobacco; and
  13. (m) Any items (1) prohibited by applicable Law to possess or distribute, (2) that would violate applicable Law if distributed, or (3) that would result in infringement or violation of another person's rights if distributed.

7. Promotions.

Duel Teams, Duel Participants, Charities, Donors, Duels, Fundraising Efforts, and You ("Promoter") are not permitted to offer any contest, promotion, competition giveaway, sweepstakes or similar activity (each, a "Promotion") on or through Our Services or Platform without Our prior written consent. The Promoter may seek Our prior written consent by sending an email to Linda@FundDuel.com. If We consent, the Promoter takes full responsibility for the Promotion, and agrees that: (a) such Promotion shall comply with all applicable Laws; (b) the Promoter is solely responsible for all facets of the Promotion, including any Rewards offered; (c) the Promoter may not use Our name, trademarks, logos, or service marks or any other of Our intellectual property in the rules or any other materials relating to the Promotion without Our express prior written permission; (d) such Promotion does not require making a Donation as the only way to enter; (e) such Promotion is not marketed to anyone under the age of 18 or under the age of majority under applicable Law; and (f) such Promotion shall not endorse, sponsor or promote anything related to securities, gambling, alcohol, illegal or prescription drugs, medical devices, human remains, health products, weapons, pornography, tobacco or any other activities, Rewards or items prohibited by this Agreement. The Promoter will include the following provisions within the official rules for any Promotion: (1) We do not sponsor, endorse or administer the Promotion; (2) each participant or entrant in the Promotion releases Us from any and all liability; and (3) all questions concerning or disputes arising from the Promotion must be directed to the Promoter and not to Us. We reserve the right to suspend, cancel, reject, interrupt, remove, deny, terminate or discontinue any Promotion conducted in connection with Our Services or Our Platform at any time for any reason, including to comply with applicable Laws, and to take any actions We deem necessary, in Our sole discretion, to protect Our users, business partners, business or the public. We may offer a Promotion through Our Services or Platform at any time.

8. Copyright.

(a) Content. The content, organization, graphics, design, text, logos, button icons, images, audio clips, software, compilation, information, magnetic translation, digital conversion, descriptions, comments, videos, data, software, music, sound, photographs, graphics, messages, Documents (as defined below), remarks, suggestions, ideas, and all other information or materials of any kind or nature, and all other matters (collectively, "Content") in, on, or related to Our Platform or Services ("FundDuel Content") is protected under applicable copyright, trademark and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by You or anyone of any such FundDuel Content or of any part of Our Platform or Services or Our intellectual property, except as specifically allowed by this Agreement or in writing by Us, is strictly prohibited. Neither You nor anyone else acquires ownership or license rights to any FundDuel Content on Our Platform or Services. The posting, publishing, displaying or uploading of Content on Our Platform or Services does not constitute a waiver of any right in such Content. Some of the Content on Our Platform or Services is the copyrighted work of third parties, and the posting or uploading of such Content does not create any right, title or interest in such Content in You or the viewer or anyone.

(b) Your Responsibility for Your Content. You are solely responsible for all Content that You upload, post, publish, display or transmit via Our Services or Platform ("User Content"). You agree that the User Content You provide or post to Our Platform or Services will not be subject in whole or in part to any third party proprietary rights, unless You have permission from the rightful owner of the User Content, or You are otherwise legally entitled to post the User Content and to grant the Submission License to Us under this Agreement.

(c) Infringement. We respect the intellectual property rights of others, and We ask You to do the same. We also intend to comply with the Digital Millennium Copyright Act. If You believe that Your User Content has been copied in a way that constitutes copyright infringement, please provide Our copyright agent the following information:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. A description of the copyrighted work that You claim has been infringed;
  3. A description of where the material that You claim is infringing is located on Our Platform;
  4. Your address, telephone number, and email address;
  5. A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the Law; and
  6. A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

Our copyright agent for notice of claims of copyright infringement on Our Platform can be reached by directing an e-mail to the copyright agent at Linda@FundDuel.com.

(d) Delete Infringement. We reserve the right in Our discretion to delete or disable Content alleged to be infringing, and to terminate the account of an alleged or proven infringer.

9. Marks.

"FundDuel.com", "Fund Duel", "Fund Duel Labs" or "Fund Duel Laboratories" and others shown on Our Platform or Services are Our service marks or trademarks ("Marks") and are protected by Law. The copying, redistribution, use or publication by You or anyone of any such Marks, except as specifically allowed by this Agreement or in writing by Us, is strictly prohibited. Neither You nor anyone else acquires ownership or license rights to any Marks on Our Platform or Services. The posting, publishing, displaying or uploading of Marks on Our Platform or Services does not constitute a waiver of any right in such Marks. Other product and company names mentioned on Our Platform or with respect to Our Services may be trademarks or service marks of their respective owners. Users are strictly prohibited from registering domain names, social media accounts, user names, handles, trademarks, service marks, copyrights, apps, trade names, or corporate names that incorporate any of Our Marks or that are confusingly similar to any of Our Marks. You are solely responsible for the Marks that You upload, post, publish, display or transmit or otherwise use via Our Services or Platform.

10. Limited License.

You may use Our Platform and Services only for purposes expressly permitted by this Agreement. As a condition of Your use of Our Platform and Services, You represent and warrant to Us that You will not use Our Platform or Services for any purpose that is unlawful, immoral, or otherwise prohibited by this Agreement. Subject to Section 11 below, You are granted a limited, non-exclusive, non-transferable, revocable license solely for the following purposes (the "License"): (a) to access and use Our Platform and Services strictly in accordance with this Agreement and applicable Law; (b) to use Our Platform and Services solely for internal, personal and non-commercial purposes (other than Duels and Fundraising Efforts); (c) to print out discrete information from Our Platform and Services solely for internal, personal and non-commercial purposes (other than Duels and Fundraising Efforts); and (d) to register, create a Duel or Fundraising Effort, make a Donation, and fill out, accept, review, and print other sample and actual forms, checklists, business documents and legal documents on Our Platform (collectively, "Documents"), only for internal, personal and non-commercial purposes (other than Duels and Fundraising Efforts), without any right to re-license, sublicense, distribute, assign or transfer such License. The Platform and Services may allow You to access other users' contact information. You may use such information only for FundDuel-related communications. FundDuel-related communication expressly excludes unsolicited commercial messages. Therefore, You must not post, upload or link to anything that advertises any commercial endeavor (e.g., offering for sale any products or services) or otherwise engage in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services), or soliciting advertisers and/or sponsors for any purpose. You are not licensed to add a Fund Duel user to Your mail list (e-mail or physical mail) without their express consent after adequate disclosure. If You have access to other users' contact information, You must give such users an opportunity to remove themselves from Your database and a chance to review what information You have collected about them. In addition, under no circumstances can You disclose Personally Identifiable Information (as defined in Our Privacy Policy) about another user to any Third Party or anyone without Our consent and the consent of such other user after adequate disclosure by You to such other user. Note that law enforcement personnel and government authorities, and other rights holders, are given different rights with respect to information they access. No print out or electronic version of any part of Our Platform or Services may be used by You in any litigation or arbitration matter whatsoever under any circumstances.

11. Restrictions and Prohibitions on Use.

Your License for access to and use of Our Platform and Services is subject to the following restrictions and prohibitions on use, but this list is not exhaustive. In addition to any other restrictions or prohibitions in this Agreement, You shall not, as determined by Us in Our discretion, do any of the following:

  1. (a) Modify, copy, print, publish, republish, display, distribute, transmit, sell, rent, lease, send, perform, reproduce, license, create derivative works of, transfer, loan or otherwise make available in any form or by any means all or any portion of Our Platform or Services, or any Content retrieved therefrom, or any of Our intellectual property rights;
  2. (b) Use Our Platform or any Services to develop any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism;
  3. (c) Create compilations or derivative works of any Content from Our Platform or Services;
  4. (d) Use any Content in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of Us or any third party;
  5. (e) Remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in Our Platform or Services or on or in any Content;
  6. (f) Make any portion of Our Platform or Services available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future;
  7. (g) Remove, decompile, disassemble or reverse engineer Our Platform or Services or use any network monitoring, discovery software or other software to determine Our Platform or Services architecture;
  8. (h) Use Our Platform or Services for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and/or (3) unsolicited telephone calls or facsimile transmissions;
  9. (i) Use any automatic or manual process to harvest any Content from Our Platform or Services;
  10. (j) Use Our Platform or Services in a manner that violates any applicable Law, including any Laws regulating email, facsimile transmissions or telephone solicitations;
  11. (k) Export or re-export Our Platform or Services or any portion thereof, or any software available on or through Our Platform or Services, in violation of the export control Laws of the United States;
  12. (l) Use Our Platform or Services to promote violence, degradation, abuse, discrimination, subjugation, disrespect, profanity, meanness, harassment, or hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, gender identity or any other circumstance, or to use threatening, abusive, harassing, defamatory, libelous or profane Content;
  13. (m) Offer any promotion, reward, contest, competition, giveaway, sweepstakes or similar activity without Our prior written permission (which may be granted or withheld in Our discretion);
  14. (n) Post images or videos that are sexually explicit or post links to websites that contain sexually explicit material or that show people or animals being hurt or degraded;
  15. (o) Spam the comments sections or other users of Our Platform or Services with unsolicited or unauthorized offers of goods and services, advertising, promotional material, junk mail, spam, chain letters, inappropriate messages, or anything prohibited by this Agreement;
  16. (p) Engage in any activity that interferes with or disrupts (1) the proper working of Our Platform or Services or (2) any activities conducted by Our Platform or Services;
  17. (q) Bypass any measures We may use to prevent or restrict access to Our Services or Platform;
  18. (r) Run any form of auto-responder or "spam" on Our Platform or Services;
  19. (s) Use manual or automated software, devices, or other processes to "crawl" or "spider" any page of Our Platform;
  20. (t) Take any action that imposes an unreasonable load on Our Platform infrastructure;
  21. (u) Represent products created by others as Your own creation, or act as a reseller of others' products;
  22. (v) Incorporate Our colors and branding elements, including Marks, logos, colored frames, borders, badges and other FundDuel Content, into any of Your User Content, activities, website, mobile app, intellectual property, or anything else, without Our prior written consent, given or withheld in Our discretion;
  23. (w) Include any visual element that communicates endorsement by Us;
  24. (x) Impersonate any person or entity, including any of Our employees or representatives;
  25. (y) Infringe any person or entity's intellectual property rights or any other rights;
  26. (z) Engage in political Duels, electoral Duels, and Duels run by Political Action Committees;
  27. (aa) Use Our Platform or Services to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited;
  28. (bb) Use Our Platform or Services in any manner that could in any way disable, overburden, damage, or impair Our Platform or Services or otherwise interfere with any other party's use and enjoyment of Our Platform or Services; and
  29. (cc) Obtain, or attempt to obtain, any Content by any means not expressly made available or provided for through the authorized use of Our Platform or Services.

12. Documents.

We may make available through Our Platform or Services or through other websites certain Documents. Documents may be provided for a charge. Documents are provided without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, currentness, accuracy, and/or appropriateness. The Documents may be inappropriate for Your particular circumstances. Furthermore, applicable Law may require different or additional provisions to ensure the desired result. You should consult with legal, tax, and other professional advisors to determine the appropriate legal or business Documents necessary for Your particular transactions. Some Documents are public domain forms or available from public records. Provision of the Documents does not constitute the provision of legal, tax or professional advice and no legal, tax or professional advice is hereby intended.

13. Use of Content.

We reserve the right, and You authorize Us, to use and assign all User Content regarding Our Platform and Service uses by You and all User Content provided by You in any manner consistent with Our Privacy Policy. You hereby grant to Us and others acting on Our behalf a royalty-free, perpetual, irrevocable, worldwide, sublicensable, transferable and non-exclusive right and license to use, exercise, commercialize, exploit, disclose, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, perform, edit, reformat, excerpt, delete and display all User Content (including all copyright, publicity, trademark, service mark, and database rights therein or with respect thereto) communicated by You (or on Your behalf) to Us (or to others on Our behalf) through Our Platform and Services (each, a "Submission"), and to incorporate any Submission into other works in any form, media, or technology now known or later developed, in Our discretion, at any time in perpetuity ("Submission License"). You agree that Our Submission License rights include the following additional rights: (a) We will not be bound to treat any Submission as confidential, (b) We may use any Submission in any way in Our business (including for Our Platform or Services, or marketing, or advertising) without incurring any liability to You or anyone for royalties or any other consideration of any kind, (c) We will not incur any liability as a result of any similarities that may appear in Our future operations or Our Platform or Services, (d) without limitation, We will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere, (e) We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to You or to any other person (and You will pay any royalties owed to any person based on Your User Content or on Our use of that User Content pursuant to the Submission License), and (f) We have no liability for Your User Content. You acknowledge that You are responsible for whatever User Content You submit in a Submission or otherwise, and You, not Us, have full responsibility for such Submission and User Content, including its message, legality, reliability, appropriateness, correctness, originality, copyright, and all other matters.

YouTube API Services

We store video content using YouTube API Services. YouTube API Services are governed by YouTube's Terms of Service. When You upload video to our site, Your video is automatically being uploaded to YouTube, and you signify by Your use of the service that You accept YouTube's Terms of Service. You can read YouTube's Terms of Service here:

YouTube Terms of Service

Use of video offerings through YouTube API Services is also governed by Google's Privacy Policy. If You wish to read Google's Privacy Policy, You can find it here:

Google Privacy Policy

14. Registration.

Certain sections of, or offerings from, Our Platform or Services may require You to register. If registration is requested, You agree to provide Us with accurate, current and complete registration information. You agree to provide additional information We may reasonably request and to answer truthfully and completely any questions We might ask You to verify Your identity. Your registration must be done using Your real name and accurate information. If We believe the information You provide is not accurate, current, or complete, We have the right to deny, terminate, suspend, cancel, reject, interrupt, remove, or discontinue Your access to Our Platform, or to any of its Services, at any time. Each registration is for Your internal, personal, non-commercial use only (except for Duels and Fundraising Efforts) and not on behalf of any other person or entity. We do not permit (a) any other person using the registered sections under Your name, or (b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use. Certain aspects of Our Platform or Services may also require You to register with, and agree to terms of, third party service providers (eg payment processors) in order to utilize such aspects of Our Platform or Services, and Your obligations to Us hereunder also apply to such third party service providers. You are solely responsible for Your noncompliance with any third party service provider requirements.

15. Corrections and Changes.

We may make changes to the features, functionality or any other aspect of Our Platform or Services at any time. We reserve the right in Our sole discretion to edit or delete any Content appearing on Our Platform at any time.

16. Third Party Content and Third Party Site.

Our Platform and Services may contain advertising and sponsorships. Third parties, such as advertisers, sponsors, business partners, affiliates, service providers, Merchants, Duel Teams, Duel Participants, Duel Coordinators, Donors and Charities that are not affiliates of You or Us, as the case may be (collectively and individually, "Third Parties") may have Content on Our Platform or Services, or such Content may be accessible via links from Our Platform or Services to websites and social media platforms that are not maintained by, or related to, Us ("Third Party Site"). Third Parties are solely responsible for ensuring that Content submitted for inclusion on Our Platform and Services and all Content on their Third Party Sites complies with applicable Law. You understand that We are not responsible for and assume no liability for any mistakes, misstatements of Law, defamation, omissions, falsehood, obscenity, pornography, profanity, or any other matter, in the statements, opinions, representations or any other form of Content of You or any Third Party on Our Platform or Services or on a Third Party Site. Third Parties are solely responsible and liable for their Content on Our Platform and Services and on the Third Party Sites. You understand that the information and opinions in the Third Party Content (a) are not investigated, monitored or checked for accuracy, quality or completeness by Us, (b) represent solely the thoughts of the author or Third Party, (c) are not endorsed by, sponsored by, or otherwise affiliated with, Us or Our Platform or Services, (d) do not necessarily reflect Our beliefs, and (e) are provided solely as a courtesy to You. Any links made directly from Our Platform or Services to another web page or Third Party Site is accessed at Your own risk. We shall not be liable in connection with any loss, damage, cost or injury associated with any Third Party Content or Third Party Site or any access thereto by You or anyone via Our Platform or Services.

17. Linking to Our Platform.

You may provide links to Our Platform or Services from Your website or mobile application, provided (a) that You do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on Our Platform or Services, (b) Your website or mobile application does not engage in any activities that are prohibited by this Agreement, (c) Your website or mobile application does not bring Our Platform or Our Services in disrepute or aid in its unlawful replication, and (d) You discontinue providing links to Our Platform and Services immediately upon request by Us.

18. Merchants.

On Our Platform or Services, We may allow access to, or advertise, certain Third Party product or service providers ("Merchants") from which You may purchase certain goods or services. You understand that We do not control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing, customer service and all other matters. We are not a party to the transactions entered into between You and any Merchant. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF TITLE, FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT THIRD PARTY SITES LINKED TO OUR PLATFORM AND SERVICES. All rules, policies (including privacy policies) and operating procedures of Merchants will apply to You while on any Merchant Third Party Site. We are not responsible for information provided by You to Merchants or how Merchants use the information You provide. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

19. Security; Cooperation with Law Enforcement.

Any passwords used for Our Platform and Services are for individual use only. Your right to use Our Platform and Services is personal to You and is not transferable or assignable. Any attempted transfer shall be void. You will be responsible for the security of Your password(s) and account at all times. From time to time, We may require that You change Your password. You agree to immediately notify Us of any unauthorized use of Your password or account or any breach of security, and ensure that You sign out from Your account at the end of each session when accessing Our Services or Platform. If there is any violation of the security of Our Platform or Services, We reserve the right to release Your account details to the system administrators of other websites and/or law enforcement or other authorities and/or Third Parties in order to assist them in resolving security incidents. We also reserve the right: (a) to fully cooperate with any law enforcement authorities or other authorities, or court order or subpoena, requesting or directing Us to disclose the identity of anyone posting or publishing or otherwise making available any Content that is alleged to violate this Agreement or applicable Law, and (b) to investigate complaints or reported violations of this Agreement and to take any action We deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement, other authorities, or Third Parties and disclosing any Content necessary or appropriate to such persons or entities relating to Your profile, email addresses, usage history, posted or uploaded Content, IP addresses, traffic information, Personally Identifiable Information and other activities or User Content, consistent with Our Privacy Policy. We are not required to disclose to You Content that may be released as a result of subpoena or court order, or a request from a government investigatory branch or office.

20. Disclaimers.

IN ADDITION TO ANY OTHER DISCLAIMERS MADE BY US IN THIS AGREEMENT, YOU UNDERSTAND AND AGREE TO ALL OF THE FOLLOWING DISCLAIMERS: YOUR USE OF OUR PLATFORM AND SERVICES IS AT YOUR OWN RISK, AND OUR PLATFORM AND SERVICES ARE PROVIDED "AS-IS," "AS AVAILABLE", AND "WITH ALL FAULTS". ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED (INCLUDING THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT). OUR PLATFORM AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED OR AVAILABLE ON OR THROUGH OUR PLATFORM AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR PLATFORM AND SERVICES, OR THE SERVER THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. We do not represent or warrant that OUR PLATFORM OR SERVICES will be correct, accurate, timely or otherwise reliable, OR THAT THERE WILL BE NO delay or failure in performance. We further disclaim any responsibility to ensure that the Content located on our Platform OR SERVICES is complete, timely, accurate, reliable and up-to-date. We have no control over the conduct of, or any information provided by, a Duel Team, A DUEL PARTICIPANT, A DUEL COORDINATOR, A DONOR, a charity, A MERCHANT, A PROMOTER or any other user. WE HAVE NO RESPONSIBILITY FOR THE SUCCESS OR OUTCOME OF ANY DUEL OR FUNDRAISING EFFORT. ALL DONATIONS ARE AT YOUR OWN RISK. WHEN YOU MAKE A DONATION TO A DUEL OR CHARITY, OR OTHERWISE THROUGH OUR SERVICES, IT IS YOUR RESPONSIBILITY TO UNDERSTAND HOW YOUR MONEY WILL BE USED. WE ASSUME NO RESPONSIBILITY TO VERIFY WHETHER THE DONATIONS ARE USED IN ACCORDANCE with ANY APPLICABLE LAWS, WITH STATEMENTS MADE ON OUR PLATFORM OR SERVICES, OR ANY OTHER MATTER; SUCH RESPONSIBILITY RESTS SOLELY WITH THE DUEL TEAM OR CHARITY, AS APPLICABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH OUR PLATFORM AND SERVICES OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE OR TECHNOLOGY THAT MAY CAUSE DAMAGE OR HARM TO YOUR COMPUTER(S) OR NETWORK(S) IS DISCLAIMED. You acknowledge that You will be solely responsible for implementing sufficient procedures and checkpoints to protect Your computer(s) and network(s), and that You will maintain adequate means of backup of Your data, external to our Platform AND SERVICES or otherwise. WE ARE NOT A BROKER, AGENT, FINANCIAL INSTITUTION, CREDITOR OR INSURER FOR ANY USER.

21. Limitation of Liability.

(a) Limit of Liability. THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO OUR PLATFORM AND SERVICES SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT PAID BY YOU TO US DURING THE IMMEDIATELY PRIOR 6 MONTHS AND (II) $100.00, AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY. IF WE REFUND ANY MONEY FOR ANY REASON, THEN ACCEPTANCE OF SUCH REFUND SHALL CONSTITUTE A WAIVER OF ANY AND ALL CLAIMS, RIGHTS OR CAUSES OF ACTION AGAINST US AND ANY AFFILIATED PARTY. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF OUR PLATFORM OR SERVICES, OR ANY DUEL OR FUNDRAISING EFFORT, OR YOUR PARTICIPATION IN OR WITH ANY OF THE FOREGOING, OR ANY DAMAGE, COST, OR INJURY, INCLUDING PERSONAL INJURTY, TO YOU IN CONNECTION THEREWITH OR OTHERWISE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, ACTUAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. OUR PLATFORM AND SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF OUR PLATFORM AND SERVICES. Notwithstanding any provision of thIS AGREEMENT, if a jurisdiction THAT HAS primary jurisdiction over you has laws specific to waiver oF liability that conflict with the foregoing limitation of our liability under this Section 21, then Our liability in a proceeding in such jurisdiction only is limited to the GREATEST extent possible under such jurisdiction's Law, and this section 21 will be deemed modified to comply with such jurisdiction's law, while retaining the maximum limitation of liablity for us that is permitted by such jurisdiction's law.

(b) Remedy. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR PLATFORM AND SERVICES IS TO CEASE ALL OF YOUR USE OF OUR PLATFORM AND SERVICES.

(c) Release for Unknown Claims. IF A JURISDICTION THAT HAS PRIMARY JURISDICTION OVER YOU HAS A LAW THAT REQUIRES A SPECIFIC STATEMENT REGARDING WAIVER AND RELEASE FOR UNKNOWN CLAIMS THEN, TO THE MAXIMUM EXTENT ALLOWED BY SUCH LAW, YOU HEREBY WAIVE ANY PROVISION IN LAW THAT HAS THE SAME EFFECT OR INTENT AS THE FOLLOWING: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH ONE PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE OTHER PARTY".

(d) Hold Harmless. YOU AGREE TO HOLD US HARMLESS AND INDEMNIFY US UNDER SECTION 22 FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US DURING OR AS A RESULT OF INVESTIGATIONS BY US, LAW ENFORCEMENT, OTHER AUTHORITIES OR THIRD PARTIES.

22. Indemnification; Interest.

(a) YOU AGREE TO INDEMNIFY, DEFEND (WITH COUNSEL ACCEPTABLE TO US), AND HOLD US, AND OUR PARENT, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, AFFILIATES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS, EMPLOYEES, CUSTOMERS, AGENTS, REPRESENTATIVES, SUCCESSORS, ASSIGNS, MERCHANTS, OFFICERS, DIRECTORS, STOCKHOLDERS, PARTNERS, MEMBERS, MANAGERS, ATTORNEYS, CONSULTANTS, AND ADVERTISERS (COLLECTIVELY WITH US, THE "AFFILIATED PARTIES" OR "AFFILIATED PARTY") AND THIRD PARTIES, HARMLESS FROM ANY AND ALL LOSSES, DAMAGES, CLAIMS, JUDGMENTS, AWARDS, COSTS, EXPENSES, FEES (INCLUDING ATTORNEYS' FEES) AND LIABILITIES (COLLECTIVELY, "CLAIMS") ARISING OR RESULTING FROM: (1) ANY BREACH OF THIS AGREEMENT BY YOU; (2) YOUR USE OF OUR SERVICES OR PLATFORM OTHER THAN AS EXPRESSLY AUTHORIZED IN THIS AGREEMENT; (3) ANY VIOLATION OF LAWS BY YOU; (4) ANY INFRINGEMENT BY YOU OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON; (5) ALL AMOUNTS PAID IN SETTLEMENT ARISING FROM OR RELATING TO YOUR USE OF OUR SERVICES OR PLATFORM; AND (6) YOUR FAILURE TO PAY AMOUNTS DUE UNDER THIS AGREEMENT OR THE PROVISION OF INACCURATE CREDIT INFORMATION TO US OR OUR PAYMENT PROCESSOR. WE MAY ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU HAVE AGREED TO INDEMNIFY US AND YOU AGREE TO COOPERATE WITH US IN THE DEFENSE OR SETTLEMENT OF ANY SUCH MATTERS.

(b) WE WILL CHARGE INTEREST ON OVERDUE AND UNPAID ACCOUNTS.

23. Privacy Policy.

Our Privacy Policy, as it may change from time to time, is a part of this Agreement. You must review Our Privacy Policy by clicking this link: privacy policy.

24. Securities Laws.

Our Platform may include statements concerning Our operations, intentions, plans, prospects, strategies, financial condition, future economic performance and demand for Our Services and Platform, that are forward-looking statements. These statements are based upon a number of assumptions and estimates that are subject to significant uncertainties, many of which are beyond Our control. When used on Our Platform, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends," "will" and similar expressions are intended to identify forward-looking statements designed to fall within securities Law safe harbors for forward-looking statements. Our Platform, Our Services and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein, in Our Platform or with respect to Our Services is intended to be, and shall not be deemed to be, incorporated into any of Our securities-related filings or documents.

25. Information and Press Releases.

Our Platform and Services may contain information and press releases about Us. We disclaim any duty or obligation to update this information or any press releases. Information about companies other than Ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by Us.

26. Legal Compliance.

You agree to comply with all applicable domestic and international laws, statutes, ordinances, codes, rules and regulations ("Laws") regarding Your use of Our Platform and Services, including all Laws relating to the export of products and information. For purposes of the U.S. Export Administration Act ("Export Laws"), You are: (a) not a citizen, or otherwise located within, an embargoed nation (including the Office of Foreign Assets Control ("OFAC") comprehensively embargoed countries of Crimea, Iran, Syria, Cuba, North Korea and Sudan and certain Specially Designated Nationals listed by OFAC, as updated from time to time), and (b) not otherwise prohibited under the Export Laws from receiving such products and information. Funds may be frozen and/or turned over to the applicable governmental enforcement agency if a Duel or Fundraising Effort is deemed to be in violation of Export Laws.

27. Governing Law; Arbitration; Disputes.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

(a) Governing Law. This Agreement shall be treated as though it were executed and performed in Las Vegas, Nevada, and shall be governed by and construed in accordance with the Laws of the State of Nevada (without regard to conflict of law principles).

(b) Dispute Resolution. For purposes of this provision, references to You and Us also include respective parents, subsidiaries, affiliates, agents, employees, predecessors, successors, assigns, heirs, executors, administrators, beneficiaries, officers, directors, stockholders, partners, members, and managers, as well as authorized users or beneficiaries of Our Platform or Services.

  1. Initial Dispute Resolution. Most disputes can be resolved without resort to a formal dispute resolution process. You and We agree to use reasonable best efforts to settle any dispute, claim, question, or disagreement directly through consultation with You and Our support department at Linda@FundDuel.com. Participating in good faith negotiations between You and Us shall be a condition precedent to dispute resolution under Section 27(b)(2) below.
  2. Arbitration; No Class Action. If You and We do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, notwithstanding good faith negotiations, then You or Us may initiate binding arbitration as the sole means to resolve any remaining legal controversy or Claim arising out of or relating to this Agreement or Our Platform or Services (excluding legal action taken by Us to collect or recover damages for, or obtain any injunction relating to, Our Platform, this Agreement, intellectual property, or Our Services, which We may initiate in any court of competent jurisdiction in Clark County, Nevada or in the U.S. Patent and Trademark Office, in Our discretion ("Arbitration Exceptions")). The binding arbitration shall be administered by JAMS in accordance with the JAMS Consumer Arbitration Rules in effect at the time the arbitration is initiated. Any cause of action by You with respect must be instituted within one (1) year after the cause of action arose or be forever waived and barred. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any Claim that all or any part of this Agreement is void or voidable, regarding whether a Claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction in Clark County, Nevada. You hereby consent to the exclusive jurisdiction and venue in the state courts in Clark County, Nevada, or federal court for the District of Nevada. Either You or Us may seek any interim or preliminary relief from a court of competent jurisdiction in Clark County, Nevada necessary to protect the rights or property of You and Us pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through JAMS. Each party shall bear their own attorney's fees. The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. Any controversy or Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any Claim or controversy of any other party. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, REPRESENTATIVE ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST US.
  3. 30-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address You use on Our Platform and Services) written notice of Your decision to opt out to Linda@FundDuel.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within 30 days of Your first use of Our Platform or Services; otherwise, You shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If You opt-out of these arbitration provisions, We also will not be bound by them.
  4. All disputes, Claims and causes of action (and related proceedings) will be communicated in English.

(c) Broad Interpretation. This Section is intended to be interpreted broadly and governs any and all Claims arising out of or relating to any aspect of the relationship between Us, including (i) those based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) Claims that arose before this Agreement or any prior agreement (including, but not limited to, Claims related to advertising); and (iii) Claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of Arbitration Exceptions.

28. Termination.

We may terminate this Agreement at any time, with or without notice, for any reason. Termination may result in the forfeiture and destruction of all information associated with Your account. You may terminate Your account by following the instructions on Our Platform and Services, but We may retain Your account information after termination in accordance with regulatory, accounting, and legal compliance procedures. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

29. No Legal or Professional Advice or Attorney-Client Relationship.

Content contained on or made available through Our Platform and Services is not intended to and does not constitute legal or professional advice, recommendations, mediation or counseling under any circumstance, and no attorney-client relationship is formed. We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the Content contained in or linked to Our Platform or Services. Your use of Our Platform or Services is entirely at Your own risk. You should consult competent legal and other professional counsel as You deem necessary.

30. Public Content; Public Display of Donations.

Some of Your activity on and through Our Platform and Services is public, such as User Content You post publicly on Our Platform and Services. Additionally, user profile information, including Your first and last name, public email address, organization, personal biography, and other Personally Identifiable Information You enter in connection with Your user profile may be displayed to other users to facilitate user interaction within Our Platform and Services. Please remember that if You choose to provide any information, including Personally Identifiable Information, using certain public features of Our Services or 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 or Your control and with or without Our or Your knowledge, and search engines may index that information. We therefore urge You to think carefully about including any specific information, including Personally Identifiable Information You may deem private in User Content that You create or information that You submit through Our Services or Platform. Please see Our Privacy Policy for more information on the ways that We may collect, use, and store certain information about You and Your use of Our Services and Platform.

31. General Practices Regarding Use and Storage.

You acknowledge that We may establish general practices and limits concerning use of Our Services and Platform, including the maximum period of time that data or other Content will be retained and the maximum storage space that will be allotted on Our servers on Your behalf. You agree that We have no responsibility or liability for the deletion or failure to store any data or other Content maintained or uploaded by Our Services or Platform. You acknowledge that We reserve the right to terminate accounts, Fundraising Efforts or Duels that are inactive for an extended period of time, provided that We will use commercially reasonable efforts to provide reasonable notice before terminating an inactive Duel or Fundraising Effort having a positive balance of Donations. You further acknowledge that We reserve the right to change these general practices and limits at any time, in Our sole discretion. We will endeavor to give You notice of any such change where required by applicable Law.

32. Mobile Services.

Our Services and Platform may include certain services that are available via a mobile device, including: (a) the ability to upload Content to Our Platform and Services via a mobile device, (b) the ability to browse Our Platform and Services from a mobile device, and (c) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the "Mobile Services"). To the extent You access Our Services or Platform through a mobile device, Your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by Your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, You agree that We may communicate with You regarding Us and other entities by SMS, MMS, text message or other electronic means to Your mobile device and that certain information about Your usage of the Mobile Services may be communicated to Us. We shall comply with any additional requirements that may apply under local Laws before communicating with You in this manner. In the event that You change or deactivate Your mobile telephone number, You agree to promptly update Your account information to ensure that Your messages are not sent to the person that acquires Your old number. We have no liability or responsibility for Your failure to do what is required under this Section 32.

33. Intended Audience.

Our Platform and Services is intended for adults ages 18 years of age and older. Our Platform and Services are not intended for any children under the age of 13. Users between the ages of 13 and 17 can use Our Services and Platform only with the consent and supervision of a parent or legal guardian who is at least 18 years old, provided that such parent or legal guardian also agrees to be bound by this Agreement and agrees to be responsible for such use of Our Services and Platform by children ages 13 to 17. Children under the age of 13 may not use Our Platform and Services.

34. Miscellaneous.

The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and Your information may be automatically assigned by Us in Our sole discretion to a third party in the event of an acquisition, sale or merger or otherwise. Should any part of this Agreement be held invalid or unenforceable, that portion shall be revised to the most limited extent possible to be consistent with applicable Law and the remaining portions shall remain in full force and effect as written. To the extent that anything in or associated with Our Platform or Services is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Any waiver of this Agreement by Us must be in writing and signed by Our authorized representative. Our rights under this Agreement shall survive any termination of this Agreement. The rule of construction of construing against the drafter does not apply to this Agreement. You and Us are not joint venturers. The Section titles in this Agreement are for convenience only and have no legal or contractual effect. To the extent allowed by Law, the English version of this Agreement is binding and other translations are for convenience only. This Agreement shall be binding upon and inure to the benefit of You and Us and each of Our respective successors and assigns. There are no third party beneficiaries of this Agreement. All definitions in this Agreement apply to both their singular and plural forms, as the context may require. The terms "herein," "hereof" and similar expressions refer to this Agreement. The word "including" and its variants means "including without limitation," unless otherwise specified. All references to "days" are to calendar days, unless otherwise specified. Neither You nor Us will be liable for any delay arising solely from a Force Majeure, which includes an act of God, riot, insurrection, fire, flood, explosion, natural disaster, act of terrorism, war, extraordinary civil commotion, earthquake, or any extraordinary cause beyond a party's reasonable control (financial inability excepted), but only for the extent of such Force Majeure.