Effective September 1, 2015
In these Terms, we refer to those raising funds as "Project Owners" and to their fundraising Projects as "Projects." We refer to those contributing funds as "Supporters" and to the funds they contribute as "Pledges." Project Owners, Supporters and other visitors to the Services are referred to collectively as "Users."
PodPledge is a Venue
PodPledge is an online crowdfunding venue for people and entities seeking to raise funds for their own Projects and to contribute to the Projects of others. Project Owners can offer gifts or rewards in the form of tangible items or intangible services (collectively, "Incentives") to Supporters. Incentives are not offered for sale. PodPledge makes no representations about the quality, safety, morality or legality of any Project, Perk or Pledge or the truth or accuracy of User Content (as defined below) posted on the Services. PodPledge does not represent that Project Owners will deliver Incentives or that Pledges will be used as described in the Project. Users use the Services at their own risk.
Eligibility to Use the Services
Users under 18 years of age are not eligible to use the Services without consent. Users between the ages of 13 and 17, can use the Services with the consent and supervision of a parent or legal guardian who is at least 18 years old, provided such parent or legal guardian also agrees to be bound by the Terms and agrees to be responsible for such use of the Services. Users suspended from using the Services are not eligible to use the Services. PodPledge reserves the right to refuse use of the Services to anyone and to reject, cancel, interrupt, remove or suspend any Project, Pledge, or the Services at any time for any reason without liability.
Project Owners are not permitted to create a Project to raise funds for illegal activities, to cause harm to people or property, or to scam others. If the Project is claiming to do the impossible or it's just plain phony, don't post it. Users must comply with all applicable laws and regulations in connection with their Projects, including offering Incentives and using Pledges. Project Owners shall not make any false or misleading statements in connection with their Projects.
Project Owners are not permitted to offer or provide any of the following as an Incentive:
any form of "security" (as such term is defined in the Securities Act of 1933);
any form of financial incentive or participation in any profit sharing;
any alcoholic consumer products (vouchers or memberships offering physical delivery of alcoholic consumer products are permitted);
any controlled substance or drug paraphernalia;
any weapons, ammunition and related accessories;
any form of lottery or gambling;
any form of air transportation; or
any items promoting hate, discrimination, personal injury, death, damage, or destruction to property; or any items (a) prohibited by applicable law to possess or distribute, (b) that would violate applicable law if distributed, or (c) that would result in infringement or violation of another person's rights if distributed.
PodPledge is not a place for hatred, abuse, discrimination, disrespect, profanity, meanness, harassment, or spam. Do not:
use the Services to promote violence, degradation, subjugation, discrimination or hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity;
post images or videos that are sexually explicit or post links to sites that contain sexually explicit material or show people or animals being hurt or degraded;
spam the comments sections or other Users with offers of goods and services or inappropriate messages;
engage in any activity that interferes with or disrupts the proper working of the Services or any activities conducted on the Services; or
take any action that imposes, in PodPledge’s sole discretion, an unreasonable load on PodPledge's infrastructure.
PodPledge reserves the right to remove Projects and terminate User Accounts for such activities.
Prohibited Visual Elements in Project Images
Project Owners are not permitted to do any of the following with Project images:
incorporate PodPledge colors and branding elements, including but not limited to logos, colored frames, borders or badges;
include any visual element that could be interpreted to have been produced by PodPledge, including but not limited to banners, progress bars or funding stats;
include any visual element that communicates endorsement by PodPledge.
Disputes between Project Owners and Supporters
Project Owners are legally bound to perform on any promise and/or commitment to Supporters (including delivering any Incentives). If a Project Owner is unable to perform on any promise and/or commitment to Supporters, the Project Owner will work with the Supporters to reach a mutually satisfactory resolution, which may include the issuance of a refund of Pledges by the Project Owner. PodPledge is under no obligation to become involved in disputes between Project Owners and Supporters, or Users and any third party. In the event of any dispute, such as a Project Owner's alleged failure to comply with the Terms or alleged failure in fulfillment of a Perk, we may provide the Project Owner's contact information to the Contributor so that the two parties may resolve their dispute.
All information submitted in connection with a User account on the Services (each, a “User Account”) must be accurate and truthful. Users agree to notify PodPledge immediately if their User Account has been used without authorization or there has been any other breach of security of the User Account. Each User also agrees to provide additional information PodPledge may reasonably request and to answer truthfully and completely any questions PodPledge might ask you in order to verify such User's identity.
License to Users
PodPledge grants each User a limited, non-exclusive, non-transferable, revocable license to use the Services subject to such User's eligibility and continued compliance with the Terms.
Project Owners are permitted to offer Incentives to Supporters. Project Owners are legally bound to perform on any promise and/or commitment to Supporters (including delivering any Incentives). Project Owners will respond promptly and truthfully to all questions posed to them by PodPledge or any Contributor. If any Project Owner is unable to fulfill any of its commitments to Supporters (including delivering any Incentives), the Project Owner will work with the Supporters to reach a mutually satisfactory resolution, which may include refunding their Pledges. Project Owners will comply with all applicable laws and regulations in the use of Pledges and delivery of Incentives. Project Owners are responsible for collecting and remitting any taxes on Pledges, and any taxes due in connection with Incentives. PodPledge may attempt to verify the identity and other information provided to us by Project Owners, and we may delay, withhold, reverse or refund any Pledges or other amounts without notice or liability in the event we are unable to verify any such information to our satisfaction.
Supporters are solely responsible for asking questions and investigating Project Owners and Projects to the extent they feel is necessary before making a Pledge. All Pledges are made voluntarily and at the sole discretion and risk of the Contributor. PodPledge does not guarantee that Pledges will be used as promised, that Project Owners will deliver Incentives, or that the Project will achieve its goals. PodPledge does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any Project, Perk or Pledge, or the truth or accuracy of User Content posted on the Services. Supporters are solely responsible for determining how to treat their Pledges and receipt of any Incentives for tax purposes. If a Pledge is returned to a Contributor, the associated Incentives, if any, shall be canceled.
Setting up an account on the Services is free. We do not charge our Service fees to Supporters. Unless otherwise expressly indicated on the Services, we do charge our Service fees to Project Owners as a portion of the Pledges they raise (the "Service Fees"). By using the Services Users agree to our Service Fees listed at: http://www.PodPledge.com/fees
. Changes to Service Fees are effective after we post notice of the changes on the Services. Updated Service Fees are applied to Projects launched after the notice is posted.
Pledges, including the Service Fees portion thereof, are not refundable. If a Project Owner is unable to perform on any promise and/or commitment to Supporters (including delivering any Incentives), the Project Owner will work with the Supporters to reach a mutually satisfactory resolution, which may include the issuance of a refund of Pledges by the Project Owner.
Taxing authorities may classify funds raised on the Services as taxable income to the Project Owner and any beneficiary who will receive funds directly from the applicable Project. PodPledge will ask for the tax identification number (TIN) of Project Owners and any beneficiaries so that we may report taxable income to the relevant taxing authorities. PodPledge will provide Project Owners with a tax document if required by the relevant taxing authorities.
Payments to Project Owners
Funds earned by Project Owners are typically disbursed during the first week of each month. The transfer of processed funds to PodPledge from third-party financial institutions may delay the disbursement of funds to Project Owners.
While using the Services, Users may post photos, videos, text, graphics, logos artwork and other audio or visual materials (collectively, "User Content"). Users grant PodPledge a perpetual, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works, and distribute User Content of any User on or in connection with the Services and our related marketing and promotional activities. As between Users and PodPledge, Users continue to hold all ownership interest in their User Content. Each User represents and warrants that its User Content and our use of such User Content will not infringe any third party's intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these Terms or applicable law.
Project Owners may not offer any contest, competition, giveaway, sweepstakes or similar activity (each, a "Promotion") on the Services without PodPledge's prior written permission (which may be granted or withheld by PodPledge in its sole and absolute discretion). Project Owners may request permission from PodPledge by sending an email to firstname.lastname@example.org. Subject to and upon any such permission, each Project Owner offering any Promotion further acknowledges and agrees that: (a) such Project Owner shall be solely responsible for all facets of each such Promotion; (b) such Promotion does not require any Pledge or other payment of any amount as the sole method of entry into such Promotion; and (c) the official rules for such Promotion shall include clear and conspicuous language to the effect that: (i) PodPledge does not sponsor, endorse or administer the Promotion; (ii) each participant or entrant in the Promotion releases PodPledge from any and all liability; and (iii) all questions concerning the Promotion must be directed to the Project Owner and not to PodPledge.
Third-Party Websites, Advertisers or Services
Project Owners that accept PayPal and Supporters that use PayPal in connection with a Project acknowledge and agree to comply with PayPal’s Crowdfunding and Acceptable Use Policies. In all cases, standard credit card or other third party processing fees apply in addition to any Service Fees. We are not responsible for the performance of any third party credit card processing or third party payment services.
Each User agrees to defend, indemnify and hold harmless PodPledge, its subsidiaries and affiliated companies, and their officers, directors, employees, contractors and agents from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys' fees and costs) and all amounts paid in settlement arising from or relating to use of the Services, breach of these Terms or violation of any laws. PodPledge may assume the exclusive defense and control of any matter for which Users have agreed to indemnify PodPledge and each User agrees to assist and cooperate with PodPledge in the defense or settlement of any such matters.
PodPledge has no fiduciary duty to any User. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR COURSE OF PERFORMANCE. USE OF THE SERVICES IS AT USER'S OWN RISK.
Waiver and Release
For Users in a jurisdiction that requires a specific statement regarding waiver and release then the following applies. For example, California residents must, as a condition of this Agreement, waive the applicability of California Civil Code Section 1542 for unknown claims which states: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR 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 DEBTOR." Each User hereby waives this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.
Limitation of Liability
PodPledge (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR LICENSORS) IS NOT LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR, IN ANY EVENT, FOR DAMAGES EXCEEDING THE LESSER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE FEES PAID TO PODPLEDGE FOR THE TRANSACTION FROM WHICH THE CAUSE OF ACTION AROSE. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PodPledge HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
For jurisdictions that do not allow PodPledge to limit its liability: Notwithstanding any provision of the Terms, for Users in a jurisdiction that has provisions specific to waiver or liability that conflict with the foregoing, then PodPledge's liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, PodPledge does not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation or intentional misconduct; or (c) any liability which it is not lawful to exclude either now or in the future.
The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by any User, but may be assigned by PodPledge without restriction or consent.
Termination may result in the forfeiture and destruction of all information associated with any User Account. Users may terminate their User Account by following the instructions on the Services, but PodPledge may retain the User Account information after termination in accordance with regulatory, accounting, and legal compliance procedures. All provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Users agree that: (a) the Services shall be deemed solely based in Oregon (the principal place of business and corporate headquarters of PodPledge); and (b) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over PodPledge, either specific or general, in jurisdictions other than Oregon. This Agreement shall be governed by the laws of the State of Oregon, without respect to its conflict of laws principles.
Each User agrees that any and all disputes or claims that have arisen or may arise between such User and PodPledge relating in any way to or arising out of this or previous versions of the Terms or your use of or access to the Services shall be resolved exclusively through final and binding arbitration, rather than in court, except that such User may assert claims in small claims court, if such User claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the provisions of the Terms as a court would. To begin an arbitration proceeding, a User must send a letter requesting arbitration and describing the claim to our registered agent. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. PodPledge will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. A User may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where such User lives or at another mutually agreed location. Users agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, such User waive any right to a jury trial. User and PodPledge also both agree that either may bring suit in court to enjoin infringement or other misuse of intellectual property rights. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in a court of competent jurisdiction located in the City of Eugene, Oregon. Subject to the arbitration provisions set forth above, the successful party in any dispute will be entitled to receive from the unsuccessful party all of its reasonable attorneys’ fees, cost, and disbursements.
Project Owners and other Users 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. PodPledge merely provides a technology platform to allow Project Owners to connect with Supporters. Users who access or use the Services do so at their own volition and are entirely responsible for compliance with applicable law.
PodPledge makes no representations, warranties or other assertions as to the potential tax deductible status of any Pledge by a Contributor to a charitable cause or to a Project whose purported recipient is a recognized 501(c)(3) or other tax -advantaged organization under the Internal Revenue Code. The listing of an organization via the Services does not necessarily mean that the organization has been deemed— or remains currently deemed—a charitable or tax-advantaged organization by the Internal Revenue Service.
In the event of a conflict between these the English language version of the Terms and any foreign language translation versions thereof, the English language version of the Terms shall govern and control. All disputes, claims and causes of action (and related proceedings) will be communicated in English. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the U.S.
Users agree to comply with all laws, restrictions and regulations relating to the export of products and information. For purposes of the U.S. Export Administration Act ("Export Laws"), each User states that such User is: (a) not a citizen, or otherwise located within, an embargoed nation (including without limitation the Office of Foreign Assets Control ("OFAC") comprehensively embargoed countries of 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 Project is deemed to be in violation of Export Laws.
Cooperation with Authorities and Police Enforcement
We will cooperate with law enforcement authorities as required by law. We will cooperate with law enforcement agencies in any investigation of alleged illegal activity regarding the use of the Services when requested.
Users agree PodPledge may provide notifications to such User via email, written or hard copy notice, or through conspicuous posting of such notice on our website. Users may opt out of certain means of notification or to receive certain notifications.
Unsolicited Idea Submissions
Consistent with our culture of open innovation, we are always pleased to hear from our user community and welcome comments or suggestions to improve the Services. However, to avoid future misunderstandings when new products, services and features developed internally by PodPledge might be similar or even identical to a submission received by PodPledge, the following policy applies to all third party User submissions to PodPledge of ideas, comments, suggestions, proposals or materials: (a) all submissions shall be considered non-confidential and non-proprietary; (b) PodPledge will have no obligation concerning the submission, contractual or otherwise (including, without limitation, confidentiality); (c) PodPledge will not be liable for any use or disclosure of any submission; and (d) PodPledge shall be entitled to unrestricted use of the submission for any purpose whatsoever, commercial or otherwise, without compensation to the third party submitting User.
These Terms are the entire agreement between each User and PodPledge regarding its subject matter. If any provision of these Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. PodPledge's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Changes to Terms
PodPledge may alter the Terms at any time, so please review them frequently. If a material change is made, PodPledge may notify Users in the Services, by email, by means of a notice on the Services, or other places we think appropriate. A "material change" will be determined at PodPledge's sole discretion, in good faith, and using common sense and reasonable judgment.
If any User believes that its copyrighted work has been copied in a way that constitutes copyright infringement under the Digital Millennium Copyright Act of 1998 (the "DMCA") or that any User Content infringes such User's intellectual property rights and is accessible the Services, please notify PodPledge's Legal Department at email@example.com. "Infringement" means the unauthorized or not permitted use of copyrighted material or other intellectual property rights. For such complaint to be valid, the User (the "Complainant") must provide the following information in writing (the "Notice of Infringement"):
a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website.
identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit PodPledge to locate the material.
information reasonably sufficient to permit PodPledge to contact the Complainant, such as an address, telephone number, and, if available, an electronic mail address at which the Complainant may be contacted.
a statement that the Complainant has a good faith belief that use of the material in the manner complained of is not authorized by the Complainant, its agent, or the law.
a statement that the information in the notification is accurate, and under penalty of perjury, that the Complainant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The above information must be submitted to the PodPledge DMCA agent ("the DMCA Agent") by mail and email to the following addresses:
Attention: DMCA agent
1126 Gateway Loop
Springfield, OR 97477
If any User (the "Respondent") believes that its material has been removed or disabled by mistake or misidentification, such Respondent may file a written counter-notice (the "Counter Notice") with the DMCA Agent, including the following information within five business days from receipt of the Notice of Infringement:
a physical or electronic signature of the Respondent;
identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
a statement made under penalty of perjury that the Respondent has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
the name, address, and telephone number of the Respondent, and a statement that the Respondent consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the Respondent's address is outside of the United States, for any judicial district in which the service provider may be found, and that the Respondent will accept service of process from the Complainant or an agent of the Complainant.
Upon receipt of the Counter-Notice by the DMCA Agent, a copy of the Counter-Notice may be sent to the Complainant informing the Complainant that PodPledge, at its discretion, may replace the removed material or cease disabling it in not less than ten, nor more than 14, business days following receipt of the Counter-Notice, unless the DMCA Agent receives written notice from the Complainant that the Complainant has filed an action seeking a court order to restrain the Respondent from engaging in infringing activity relating to the unauthorized use of the material on the Service.
PodPledge WILL TAKE NO ACTION UPON ANY FAILURE TO PROVIDE THE INFORMATION OR OTHERWISE FOLLOW THE PROCESS OUTLINED ABOVE.
In accordance with the DMCA and other applicable laws, PodPledge has adopted a policy of terminating, in appropriate circumstances and at PodPledge's sole discretion, repeat infringers.
All subpoenas must be properly served on PodPledge, preferably by mailing the subpoena. Please find below the relevant Oregon address:
Attention: PodPledge - Subpoena
1126 Gateway Loop
Springfield, OR 97477
PodPledge does not accept service via e-mail or fax and will not respond to subpoenas delivered by email or fax.
Attention: Legal Department
1126 Gateway Loop
Springfield, OR 97477
Updates To This Agreement
September 1, 2015: Initial draft of Agreement.