Terms of Service

CHANGE FOR CHANGE

TERMS OF SERVICE

Last Updated on September 28, 2022

These Terms of Service (“Terms”) govern your use of the services provided by Change Platforms, Inc. (“we”, “us”, “our”, or “Company”), including without limitation our website, mobile or web applications, or other digital products or services that link to or reference these Terms (collectively, the “Services”). These Terms are a binding legal agreement between you or the entity you represent (“you” or “your”) and Company. You must agree to these Terms before you can use the Services. You can agree to these Terms by: (a) actually using the Services, including, without limitation, accessing our website or web or mobile app, and/or (b) clicking a box that indicates you agree to the Services, where such a box is made available to you. These Terms are to ensure that you will use the Services only in the ways in which we intend for it to be used. Please read these Terms carefully, as they may have changed. Though your access and use of the Services is governed by the Terms effective at the time, please note that we may revise and update these Terms from time to time in our discretion. If we make a change to the Terms, we will post the revised Terms on our website and/or applications. Without limiting the foregoing, if we make a change to the Terms that materially impacts your use of the Services, we will endeavor to notify you by email at the email address you provide to us. 

Please be aware that these Terms include, among other things, a binding arbitration provision that requires you to submit to binding and final arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. Please see Section 14, below.

By accessing or using the Services:

  1. You acknowledge that you have read, understood, and accept these Terms and any additional documents or policies referred to in or incorporated into these Terms, whether you are a visitor to our Services or a registered user; 
  2. If these Terms have materially changed since you last access or used the Services, you acknowledge and agree that your continued access or use of the Services constitutes your acceptance of the changed Terms;
  3. You represent and warrant that you are at least eighteen (18) years of age and have the right, authority, and capacity to enter into these Terms, either on behalf of yourself or the entity that you represent; and
  4. You consent to receive communications from us electronically, and you agree that such electronic communications, notices, and postings satisfy any legal requirements that such communications be in writing.
  1. Accessing the Services.

Company offers its Services as a platform to allow individuals, groups or companies (“Donors”) to contribute monetary donations (“Donations”) directly to charitable organizations or other organizations (“Organizations”) via giving campaigns (“Campaigns”) created by individuals and/or businesses (“Campaign Organizers”) for the benefit of Organizations and/or other beneficiaries, in conjunction with various commercial sponsors (“Brands”). Donors, Organizations, Campaign Organizers, other beneficiaries and Brands are collectively referred to as “users.” Company is not a broker, financial institution, creditor, charity or 501(c)(3) organization. Company does not provide financial, legal, tax or other professional advice. Before making any decisions regarding charitable donations, you should consult with your financial, legal, tax or other professional advisors as appropriate. You acknowledge that all information and content accessed by you using the Services is at your own risk. Donors must make the final determination as to the value and appropriateness of contributing to an Organization. All Donations are at your own risk, and you are responsible for understanding how your money will be used and the tax treatment of such Donations. Company does not provide any donation receipts for tax purposes. 

The Services is controlled or operated (or both) from the United States and is not intended to subject Company to any non-U.S. jurisdiction or law. The Service may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Services’ availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

We grant you permission to access and use the Services subject to the restrictions set out in these Terms. It is a condition of your use of the Services that the information you provide is correct, current, and complete. Your use of the Services is at your own risk, including the risk that you may be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. You are responsible for making all arrangements necessary for you to have access to the Services. We may close your account, suspend your ability to use certain portions of the Services, and/or ban you altogether from the Services for any or no reason, and without notice or liability of any kind. You are responsible for ensuring your access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges) and obtaining and maintaining all equipment necessary to access the Services.

You understand that by using the Services you consent and agree to the collection and use of certain information about you and your use of the Services in accordance with our privacy policy, which is incorporated by reference into and forms a part of these Terms. If you object to your information being used in this way, please do not use the Services. For more information please read our full Privacy Policy.

  1. Logging Into the Services.

Some or all of the Services and certain features or functionalities, may require you to login using third party account credentials, such as Google (including Google API Services User Data Policy), Facebook and Linkedin. If you register for the Services your third party account credentials, you authorize us to access, display and use certain information from your third party account (e.g. profile pictures, full name, and email). You are responsible for all activities that occur in connection with your account. You may not impersonate someone else to login to the Services. In order to ensure we can protect and properly administer the Services and our community of users, we have the right to disable or close any user login at any time and for any reason or for no reason. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account.

  1. Prohibited Uses.

You may use the Services only for lawful purposes and in accordance with these Terms. We are under no obligation to enforce the Terms on your behalf against another user. We encourage you to let us know if you believe another user has violated the Terms or otherwise engaged in prohibited or illegal conduct.

You agree not to, and will not assist, encourage, or enable others to use the Services:

  • For any commercial purpose, except as expressly permitted under these Terms.
  • To violate any applicable national, regional, federal, state, local, or international law or regulation.
  • To create, send, knowingly receive, display, transmit, upload, download, use, or reuse any material which:
      • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
      • Infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any other person;
      • Violate or assists in the violation of legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations, or that otherwise may be in conflict with these Terms and/or our Privacy Policy; or
      • Be likely to deceive or confuse any person.

Additionally, you agree not to, and will not assist, encourage, or enable others to:

  • Violate these Terms or any other rules or policies posted by us, which are hereby incorporated by reference.
  • Reverse engineer any portion of the Services.
  • Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services, except as expressly authorized by Company.
  • Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services.
  • Record, process, harvest, collect, or mine information about other users.
  • Access, retrieve, or index any portion of the Services for purposes of constructing or populating a searchable database or otherwise scrape the Services.
  • Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose.
  • Use the Services to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature (collectively, “Viruses”). 
  • Use the Services to violate the security of any computer network, crack passwords or security encryption codes.
  • Remove, circumvent, disable, damage, or otherwise interfere with any security-related features or other restrictions of the Services.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
  • Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Services.
  • Permit direct or indirect access to or use of the Services in a way that circumvents any contractual usage limit.
  • Copy the Services or any part, feature, function, graphics or user interface thereof.
  • Frame or mirror any part of any Services, other than framing on your own internal intranets.
  • Access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service.

The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing thirty (30) days’ prior written notice to us at contact@changeforchange.io, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion. 

  1. Content.  

We are not responsible or liable to any third-party for the content or accuracy of any materials posted by you or any other user of the Services. You understand that when using the Services, you will be exposed to text, images, photos, audio, video, location data, and all other forms of data or communication (“Content”) from a variety of sources, and that Company is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. We do not endorse any Content made available through the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with such Content. Any Content, whether provided by a user or by Company, is provided for informational purposes only, without regard to any particular user’s objectives, financial situation, or means, and Company is not soliciting any action based upon it. Content is not to be construed as a recommendation; or an offer to buy or sell; or the solicitation of an offer to buy or sell any security, financial product, or instrument; or to participate in any particular risk strategy in any jurisdiction in which such an offer or solicitation, or risk strategy would be illegal. Certain transactions give rise to substantial risk and are not suitable for all companies. Although certain Content may be based upon information that Company considers reliable, Company has not verified this information and does not represent that this material is accurate, current, or complete and it should not be relied upon as such. You should neither construe any Content as business, financial, investment, legal, regulatory, tax, or accounting advice nor make this service the primary basis for any investment decisions made by or on behalf of you, your accountants, or your managed or fiduciary accounts, and you may want to consult your business advisor, attorney, and tax and accounting advisors concerning any contemplated transactions.

You understand and acknowledge that you alone are responsible for Content that you submit or transmit to, through, or in connection with the Services or that you publicly display or displayed in your account profile (collectively, “Your Content”), and you, not Company, assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, reliability, appropriateness, or any disclosure by you of information in Your Content that makes you or anyone else personally identifiable. You represent that you own or have the necessary rights, consents, and permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by Company. You represent and warrant that Your Content does not violate these Terms. You hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. By “use” we mean use, make, have made, sell, offer for sale, import, practice, copy, publicly perform and display, reproduce, perform, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content. Pursuant to this grant, you agree that we may use Your Content in a number of different ways, including by publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, and distributing it.  Please note that you also irrevocably grant the users of the Services the right to access Your Content in connection with their use of the Services. Finally, you irrevocably waive, and cause to be waived, against Company and its users any claims and assertions of moral right or attribution with respect to Your Content. We are not and shall not be under any obligation, except as otherwise expressly set forth in these Terms or our other policies, (1) to maintain Your Content in confidence; (2) to pay you any compensation for Your Content; (3) to credit or acknowledge you for Your Content; (4) to respond to Your Content; or (5) to exercise any of the rights granted herein with respect to Your Content.

    1. Copyright Infringement and Digital Millennium Copyright Act.

We respect the intellectual property rights of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, in appropriate circumstances and in our sole discretion, we may terminate the rights of any user to use the Services (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information to the “Copyright Agent”: 

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
  • A description of the copyrighted work that you claim has been infringed upon.
  • A description of where the material that you claim is infringing is located on the Services.
  • Your address, telephone number, and email address.
  • A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and/or the law. 
  • 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. 

All notices of copyright infringement claims should go to our Copyright Agent at contact@changeforchange.io. 

  1. Ownership. We own the Services and all of our trademarks, logos, branding, and any other Content that we create in connection with the Services (“Company Content”), including proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with such Company Content and the Services (collectively, “Company IP”).  Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Company IP are retained by us.
  2. User Specific Terms. 
    1. Donors. All Donations are NONREFUNDABLE and at your own risk. Along with the gifts received by other users, any money transferred to a Donor’s giving funds cannot be cashed out. Giving fund money may only be spent on Donations. When you, as a Donor, make a Donation, it is your responsibility to understand how your money will be used. Company is not responsible for any offers, promises, rewards or promotions made or offered by users or Campaigns. We do not and cannot verify the information that users or Campaigns supply, nor do we represent or guarantee that the Donations will be used in accordance with any fundraising purpose prescribed by a User or Campaign or in accordance with applicable laws. Notwithstanding the foregoing, we take possible fraudulent activity and the misuse of funds raised very seriously. If you have reason to believe that a user or Campaign is not raising or using the funds for their stated purpose, please notify us directly at contact@changeforchange.io (Subject Line “Fraudulent Activity”). Donors are not permitted to impose restrictions on the use of Donations by a Organization or Campaign Organizer. To the extent that a Donation is made in response to an appeal for a particular program of a Organization or Campaign Organizer, or to the extent that a Donor purports to direct the use of Donations by a Organization or Campaign Organizer, any such directions shall constitute non-binding recommendations only and the Organization or Campaign Organizer shall have full discretion to determine how all Donations will be used. Company makes no representation as to whether all or any portion of your Donations are tax deductible or eligible for tax credits. Company will have no liability for any claim by any federal, state, provincial, territorial, local or any other tax authority with respect to the characterization on any applicable tax return of any Donation by you, any user or any Organization. You should consult your tax advisor as to the amount of your Donation that is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any Donation in any relevant jurisdiction, and particularly if you are awarded a gift or prize in connection with your Donation. Donor acknowledges and agrees that, in accordance with the Privacy Policy, certain of Donor’s personal information will be shared with the Organization to which such Donor makes a donation and may be used by such Organization in accordance with the Organization’s Privacy Policy. Company is not responsible, and shall not be liable, for any Organization’s use of any Donor information. Certain states require written disclosures for Organizations soliciting contributions. For donors making donations to Organizations, please see the state non-profit disclosures for those Organizations.
    2. Campaign Organizers. You, as a Campaign Organizer, represent, warrant, and covenant that (i) all information you provide in connection with a Campaign or beneficiary is accurate, complete, and not likely to deceive reasonable users; (ii) all Donations contributed to your Campaign will be used solely as described in the materials that you post or otherwise provide; (iii) if you withdraw donations believed by reasonable Donors to be raised on behalf of someone other than you (i.e., the beneficiary), all Donations will be given to and/or spent on behalf of the beneficiary; (iv) if you add a beneficiary through the Services, you relinquish control of the Donations, including the ability to issue refunds; (v) you will not infringe the rights of others; (vi) you will comply with all relevant and applicable law and financial reporting obligations, including but not limited to laws and regulations relating to registration, tax reporting, political contributions, and asset disclosures for your project; and (vii) to the extent you share with us any personal data of any third party for any purpose, including the names, email addresses and phone numbers of your personal contacts, you have the authority (including any 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 you shared it with us. You authorize Company and Company reserves the right to, provide information relating to your Campaign to Donors, beneficiaries of your Campaign or law enforcement, and to assist in any investigation thereof. If you use the Services as an agent of a Organization using the services to raise funds for such Organization, you represent and warrant that: (a) you are a representative of the Organization, which representative is authorized to raise funds or bind the Organization to these (b) you are raising funds for a Organization, with a cause or activity that is legal under all applicable federal, state, provincial, territorial and local laws and regulations; (c) all donated funds will be used solely for the purpose you have stated on and in connection with your Campaign, and under no circumstances may you use the funds for any other purpose; and (d) your Organization has and will maintain tax-exempt status under applicable law.
    3. Recipients. You, as a Organization, represent, warrant, and covenant that (i) you are a recognized 501(c)(3) charitable organization as recognized under the laws of the United States of America, unless otherwise approved by us, (ii) all Donations you receive will be used solely as described in the materials you post or otherwise provide; (iii) you will not infringe on the rights of other; (iv) you will comply with all relevant and applicable law and financial reporting obligations, including but not limited to laws and regulations relating to registration, tax reporting, political contributions, and asset disclosures for your project; and (v) to the extent you share with us any personal data of any third party for any purpose, including the names, email addresses and phone numbers of your personal contacts, you have the authority (including any 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 you shared it with us; and (vi) if applicable, your Organization has and will maintain tax-exempt status under applicable law. You authorize Company and Company reserves the right to, provide information relating to your Organization to Donors, beneficiaries of any Campaign associated with your Organization or law enforcement, and to assist in any investigation thereof. As an Organization or beneficiary of a Campaign, receipt of Donations, minus any applicable Service Fees, is based upon and subject to the applicable Payment Processor’s procedures and terms. It is your responsibility to determine what, if any, taxes apply to the Donations you receive through your use of the Services. It is solely your responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority. Company does not withhold funds for tax purposes or otherwise. Organizations beneficiaries of Campaigns, and any other recipients of Donations will be solely responsible for taxes based on applicable international, federal, state, local or any other taxes or levies, or for any applicable taxes based on their net income or gross receipts (if any).
    4. [Brands. You, as a Brand, may submit an application (“Brand Application”) to be listed as a commercial sponsor on the Services. Your submission of a Brand Application shall be deemed to be the Brand’s agreement to abide by this Terms of Service, including any materials incorporated by reference herein, such as the Privacy Policy. By submitting an Application, you are authorizing (but not requiring) Company to feature the Brand on the Services for the purposes of collaborating with various Campaigns below. You agree to comply with all Donation Rules. In the event that Company or a government regulator or enforcement agency determines, in its sole discretion, that a commercial sponsorship would violate a Donation Rule, Company may reject the Brand Application. You hereby grant to Company a non-exclusive, limited, revocable, worldwide right to use, distribute, perform, transmit, modify and reproduce the Brand’s name, logo, mission statement, taglines, text, photographs, images, videos, sound recordings and other content provided by you in your Brand Application or to Company or as otherwise publicly available for the purposes of featuring the Brand on the Services (collectively, the “Brand Content”). You are responsible for providing the Brand Content to Company in true and correct form. Without limiting the applicability of any other section in this Terms of Service, Brand Content shall not: (i) include any false or misleading information; (ii) defame, abuse, harass, threaten or otherwise violate the legal right of others; (iii) include any content that infringes the Intellectual Property Rights of a third party; and (iv) include any personal information about individuals or any information that is subject to applicable privacy laws or regulation. Company reserves the right to terminate your Brand status at any time, and nothing contained in this Terms of Service shall be construed as requiring Company to feature the Brand.]
  3. Contribution Processing. 

Company is not a payment processor and does not hold any funds. Instead, Company uses third-party payment processing partners to process Donations for a Campaign (“Payment Processor”). You acknowledge and agree that the use of Payment Processors are integral to the Services and that we exchange information with Payment Processors in order to facilitate the provision of Services. By using the Services to make, access or receive a Donation you agree to be bound by its Payment Processors (currently Stripe, PayPal and in some instances  Plaid) terms of service, which can be found here: https://stripe.com/legal, https://www.paypal.com/ga/webapps/mpp/ua/legalhub-full,  https://plaid.com/legal/terms-of-use/.

In making a Donation you may be asked by Payment Processors to supply certain information relevant to your Donation, including without limitation your bank account login credentials, credit card number or other payment account number, and your billing address. YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE OR OLDER AND/OR HAVE THE LEGAL RIGHT TO USE ANY PAYMENT MEANS USED BY YOU IN CONNECTION WITH ANY DONATION. By submitting such information, you grant Company (or its payment processor(s)) the right to provide such information to third parties for purposes of consummating Donations initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Donation. We reserve the right, in our sole discretion, to refuse or cancel the processing of any Donation for any reason. Company (or its payment processor(s)) may automatically process charges against your selected payment method. Company or its payment processor will inform you if all or any portion of your Donation is refused or canceled or if additional or different information is required to process and accept your Donation.

You acknowledge and agree that all Donations must comply with applicable laws and these Terms of Service (collectively, the “Donation Rules”). In the event that Company, or a government regulator or enforcement agency determines, in its sole discretion, that a user’s proposed donation would violate a Donation Rules, Company may reject the donation and return the proposed donation amount to the applicable contributor. For the avoidance of doubt, Company reserves the right to refuse any donation request.

In order to withdraw funds from a Campaign, a Campaign Organizer or, if not the same, beneficiary (collectively “Withdrawing Entity”) will be required to provide Payment Processors information regarding bank account information (“Withdrawing Account”). You, as Withdrawing Entity, represent and warrant to Payment Processors and Company that such information is true and that you are authorized to use the applicable Withdrawing Account.

Although there are no fees to register to use the Services, when making Donations, industry-standard transaction fees apply and may be deducted from the total donation amount, including our processing fee for offering of the Services (“Service Fees”). We will endeavor to describe all applicable Service Fees to you at the point of check-out prior to making your Donation.  Service Fees are subject to change in our sole discretion. Service Fees will be automatically withdrawn from transactions that are conducted through our Services and you agree to allow us to deduct such Service Fees from any Donations and/or transactions made through our App.

We may provide Organizations with access to a list of Donors who contributed Donations to the Organization and related Donor information (“Donor List”). THE DONOR LIST IS PROVIDED “AS IS,” AND COMPANY MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES ABOUT THE ACCURACY, COMPLETENESS OR TIMELINESS OF ANY DONOR LIST OR ANY INFORMATION CONTAINED THEREIN. Unless a Donor checks the “Anonymous” checkbox at the time of Donation or seeks to be anonymous through other means provided herein, by using the Services, the Donor consents to the disclosure of Donor’s information as described herein, including without limitation, disclosure as part of a Donor List.

Additionally, with respect to all Donations you make or accept through the Services, you agree and represent, warrant and covenant:

  1. not to make or accept any Donations that you know or suspect to be erroneous, suspicious or fraudulent;
  2. not to use the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC);
  3. to maintain reasonable and standard security measures to protect any information transmitted and received through the Services, including without limitation, adhering to any security procedures and controls required by Company from time to time;
  4. to maintain a copy of all electronic and other records related to Campaigns and Donations as necessary for Company to verify compliance with these Terms of Service and make such records available to Company upon our request. For clarity, the foregoing does not affect or limit your obligations to maintain documentation as required by applicable laws, rules, regulations, or governmental authority; and
  5. at Company’s request, to fully cooperate in the auditing of, investigation of (including without limitation, investigations by Company, a Payment Processor, or a regulatory or governmental authority), and remedial efforts to correct any alleged or uncovered violation or wrongdoing of a user to whom, or Campaign or Donation to which, you are connected.
  1. Links to other Sites.

If there are other websites and resources linked to on the Services, these links are provided only for the convenience of our users. We have no control over the contents of those websites or resources, and therefore cannot accept responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the Terms and conditions of use for such websites.

  1. No Guarantee of Service.

Although we hope to make the Services available at all times in the future, there may be times when we need to disable the Services either temporarily or permanently. The Services may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability. Keep this in mind as Company will not be liable if all or any part of the Services is unavailable at any time, for any period of time. Also, from time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users. We cannot and do not make any representations or warranties with respect to the devices you use to access or use the Services, including with respect to device compatibility.

  1. Disclaimer of Warranties.

COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU FURTHER WAIVE AND HOLD HARMLESS COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES. 

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES CONTAINED HEREIN. FOR EXAMPLE, (1) CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY” AND (2) NEW JERSEY RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF THE TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT SECTION 15 AND 16. YOU HEREBY WAIVE, AS APPLICABLE, THESE SECTIONS OF THE CALIFORNIA CIVIL CODE AND NEW JERSEY TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISIONS.

  1. Limit of Liability. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THE SERVICES. COMPANY’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO FEES ACTUALLY PAID BY YOU IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED U.S. DOLLARS ($100). THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

  1. Indemnification.

You shall indemnify and hold harmless Company, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from (a) your violation of these Terms, (b) your use of the Services, (c) any of Your Content, (d) your violation of any third party right, (e) your breach of applicable law,  or (f) your negligence or willful misconduct. 

  1. Governing Law. 

This Agreement shall be governed by the laws of the State of New York, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in New York, New York.

  1. Arbitration and Class Action Waiver.
    1. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. For any dispute with Company, you agree to first contact us at contact@changeforchange.io and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in New York, New York, unless you and Company agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
    2. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND
  2. General Terms.

These Terms constitute the sole and entire agreement between you and Company with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services. No waiver of these Terms by Company shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. The Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with Company’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. The section titles in the Terms are for convenience only and have no legal or contractual effect.

  1. Contact.

All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: contact@changeforchange.io. By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third-parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development that is owned by us, and (iv) such Feedback is the exclusive property of Company and you hereby assign us all right, title, and interest in and to such Feedback and, to the extent applicable, you irrevocably waive, and cause to be waived, against Company and its users any claims and assertions of any moral rights contained in such Feedback. 

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