Terms

TERMS AND CONDITIONS
SOFTWARE USE & LICENSING AGREEMENT

This Software Licensing Agreement (this “Agreement”), is by and between: FUNDRIZE and USER dated the day the User registers for an account on the GOFUNDRIZE.COM website.

Recitals
WHEREAS, USER is an individual, company or organization engaged in or wishing to engage in a campaign to raise funds for a cause.
WHEREAS, FUNDRIZE is in the business of providing an online campaign portal, marketplace, and campaign management system as Software as a Service (SaaS), as well as other marketing and digital payment services. The software promotes campaigns by providing a medium by which different USERs may offer funding of their campaign on an interactive basis through the Internet, the result being that the USERs will be able to go onto FUNDRIZE’S web site (including any successor web site, the “Web Site”) and be able to use the services from their own computer, laptop or mobile device.
WHEREAS, USER desires to use the SaaS of FUNDRIZE and to generate or increase its exposure to a funding campaign through the use of the Web Site by both promoting the campaign on the website and via social media.
Therefore, FUNDRIZE and USER hereby agree as follows:
1. CURRENCY AND RELATED DEFINITIONS
1.1 “Cash” shall mean legal tender or currency of the United States of America.
1.2 “Digital and Cryptocurrencies” shall mean currency not issued by any government, municipality or bank.
1.3 “Settlement” shall mean FUNDRIZE’s settlement of funds to a USER whose campaign received donations from visitors or other users.
1.4 “GOFUNDRIZE” shall mean the GOFUNDRIZE or FUNDRIZE software, as well as any and all GOFUNDRIZE copy, content and intellectual property. Any information and/or content obtained by the USER or Member relating to or concerning FUNDRIZE is a “trade secret” as that term is defined in Section 688.002(4), Fla. Stat.
1.5 “Member OR USER” shall mean a person, business entity or organization that subscribes to FUNDRIZE.
2.1 Fees. FUNDRIZE shall be compensated solely by USER for all services provided to USER and/or its Donors. USER shall pay to FUNDRIZE the following fees:
If applicable, fees related to transfer of digital or crypto currencies, or withdrawals to fiat currencies. This fee may be payable in Digital, Crypto or Cash and is deemed earned upon completion of the transaction or transfer.
2.2 Payment of Fees.
2.2.1. On a monthly basis, FUNDRIZE will invoice USER by electronic means by posting on a Web Site and/or by sending an Invoice via email, a statement showing (i) any monthly fee and (ii) if applicable by the terms of this agreement, any trade/barter monthly or transaction fees. The first month’s charge for new exchanges will include an additional one month fee that will be applied as a deposit.
2.2.2. Time of Payment. All fees shall be paid by auto-pay on the day the invoice is posted by FUNDRIZE on the Web Site or upon submitting an Invoice via email. If payment is declined, FUNDRIZE will attempt to charge the credit card or checking account on file for five (5) days. Should payment not be received by FUNDRIZE for a period of 30 days from the date of the invoice, service shall be suspended and access to the SaaS website shall automatically be terminated.
2.2.3 Manner of Paying Cash Fees.. All cash fees shall be paid with a major credit card approved by FUNDRIZE or through ACH/EFT (electronic funds transfer). USER hereby grants FUNDRIZE continuing authorization to withdraw funds from USER’s credit card account or checking account to make such payments.
2.2.4 Manner of Paying Trade/Barter Fees. All trade/barter fees, if applicable, shall be paid through electronic transfer. USER hereby grants FUNDRIZE continuing authorization to withdraw E3 from USER’s E3 account to make such payments.
2.5 USER Information. USER will enter, in digital format acceptable to FUNDRIZE, the following information regarding USER’s Members: company name, contact person, federal identification number (or social security number), account number assigned by USER and telephone and fax numbers, email address, business categories, auto-pay payment information, etc. USER will update the information from time to time as necessary to maintain the accuracy of the same. FUNDRIZE agrees that it will not solicit any person identified by USER in the foregoing manner as a Member of USER to join a trade membership system that is competitive with USER’s system.
2.6 Rules and Regulations. FUNDRIZE may establish and from time to time update reasonable Rules and Regulations regarding use of the Web Site. Such Rules and Regulations will be posted on the Web Site or sent to USER via email or other electronic format. It is the responsibility of USER to ensure that it is familiar with and abide by the Rules and Regulations. Upon completing an account application on the Web Site, USERs acknowledge that they agree to the terms and conditions of the FUNDRIZE rules and regulations that are displayed on the Web Site.
3. TRADE IMPLEMENTATION. Each time a buyer and seller agree upon a trade via the Web Site:
3.1 Trade Accounts in Same Exchange. To the extent practicable, FUNDRIZE on a real time basis will process transactions to the Members to make the following debits and credits:
A. A debit to the buyer’s trade account in the amount of the sale.
B. A credit to the seller’s trade account at the seller’s USER in the amount of the foregoing debit.
3.2 Trade Accounts in Different Exchanges. To the extent practicable, FUNDRIZE on a real time basis will process transactions to the Members and USERs to make the following debits and credits:
A. A debit to the buyer’s trade account at the buyer’s USER in the amount of the sale.
B. A debit to the E3 trade Clearinghouse account of the buyer’s USER in the same quantity and type of barter currency debited from the buyer’s trade account.
C. A credit to the E3 trade Clearinghouse account of the seller’s USER , in the same quantity (after currency conversion if applicable) and in seller’s type of barter currency credited to the seller’s USER as a result of the sale.
D. A credit to the seller’s trade account at the seller’s USER in the amount of the foregoing debit.
3.3 E3 Accounts. FUNDRIZE on a real time basis will process the following debits and credits:
A. A debit to the E3 account of the buyer’s USER in an amount equal to the amount of the purchase. It is understood that the debit will be immediate and may give rise to an overdraft under applicable trading rules.
B. A credit to the E3 account of the seller’s USER in an amount equal to the amount of the foregoing debit. It is understood the credit may be a provisional one until cleared under applicable trading rules.
3.4 Transaction Fees. The Cash and trade/barter transaction fees required by clauses (iii) and (iv) of Section 2.1 will be charged to both the seller’s USER and the buyer’s USER in accordance with Section 2.2.
3.5 Not Responsible for USER’s Commissions and Fees. Other than attempting to electronically process commissions and fees for USER, FUNDRIZE will not be responsible for collecting commissions or fees charged to members by USER, all of which shall be USER’s responsibility.
3.6 Adjustment of Fees. FUNDRIZE reserves the right to increase or adjust fees charged to USER upon thirty (60) days written notice to USER. The increase or adjustment of fees shall automatically replace the current fee schedule 30 days after notification.
4. DUTIES AND OBLIGATIONS OF FUNDRIZE
4.1 Disclaimer. FUNDRIZE will use its best efforts to properly maintain the Web Site and to record trades accurately. FUNDRIZE does not warrant nor guaranty any transaction and shall not be liable for any losses which may occur, including without limitation, failure of computers or communications systems or equipment, software failure, other inoperability of systems of FUNDRIZE or others or data loss. FUNDRIZE’s only responsibility is to record transactions according to this Agreement and FUNDRIZE is not responsible for the fulfillment of any of the obligations of USER the buyer and/or the seller.
4.2 Trade Procedure. FUNDRIZE in its sole discretion may refuse to post, or may suspend or reverse, a transaction when (i) the buyer or seller does not have sufficient barter currency to cover the transaction, or (ii) the buyer or seller is not in good standing with its USER , or (iii) the buyer’s USER has deactivated or put restrictions on the buyer’s account, or (iv) the buyer’s USER does not have sufficient E3 to cover the transaction, or (v) either buyer’s USER or seller’s USER is in default in payment of fees or other amounts owed to FUNDRIZE, or (vi) either buyer’s USER or seller’s USER is otherwise in breach of this Agreement.
FUNDRIZE has the right but not the obligation to reverse transactions (and debit or credit the accounts of the USERs, the buyer and/or the seller) for the reasons set forth in the preceding paragraph, in which event it will be the seller’s responsibility to collect from the buyer.
4.3 Corrections. Transactions are subject to final audit and verification by FUNDRIZE and, in case of inaccuracies or errors, FUNDRIZE may, but is not obligated to, reverse transactions or to debit or credit USER’s and/or its Member’s accounts without notice.
4.4 Record Keeping. FUNDRIZE will present monthly statements on the Web Site and/or via email to USER reflecting Clearinghouse account activity and amounts due and owing to FUNDRIZE. Statements are deemed accurate as displayed unless USER notifies the FUNDRIZE corporate office, in writing, of any discrepancy within thirty (30) days of statement date. Notices to FUNDRIZE by e-mail will not be deemed received unless FUNDRIZE confirms receipt. No reversals will be entered on an account by FUNDRIZE after one hundred twenty (120) days after the date of the transaction unless both parties to the transaction agree to the same.
4.5 Disclaimer Of Warranty And Liability. FUNDRIZE makes no representation or warranty; either expressed or implied, and disclaims all liability, as to the fitness, quality, delivery date, merchantability, prices or any term of any trade transaction. USER agrees to indemnify and hold FUNDRIZE harmless with respect to any claim, debt or liability whatsoever, arising out of any transaction wherein an USER or its USER is a buyer or seller. USER acknowledges that any barter transaction in which it or its Member participates is entered into on a voluntary basis.
5. SUSPENSION OF USE OF WEB SITE. FUNDRIZE reserves the right, in its sole discretion, to suspend the use of its Web Site and/or access to the Trade Exchange Management System and/or Global Trade Marketplace to any USER or any Member if Member or such USER (i) uses the Web Site in violation of any federal, state or local law, or (ii) engages in practices contrary to the rules of FUNDRIZE or USER’s trade exchange, or (iii) engages in practices harmful to FUNDRIZE, USER , Members or the Web Site, or (iv) when USER’s E3 account is not in good standing or USER’s overdraft privileges with respect to the E3 account have been reduced, suspended or terminated, or (v) when any fees or other amounts are due to FUNDRIZE under this Agreement and unpaid for more than fifteen (15) days after a statement is presented. In the case of suspension under clause (v), trading privileges shall be reinstated within five (5) days of fees being paid with interest.
6. MISCELLANEOUS.
6.1 Taxes. As between USER and FUNDRIZE, USER shall be solely responsible to collect and remit to the appropriate taxing authorities the appropriate GST, sales, excise, use or other taxes and shall collect and record these as required by law. Under no circumstances is FUNDRIZE responsible to pay any GST, sales, excise, use or other taxes on behalf of any USER and/or Member. Barter transactions involving any barter currency and/or any other barter medium of USER are generally treated as taxable events for U.S. federal, state and local tax purposes. The declaration and reporting of applicable taxes resulting from trade transactions rests solely with the Member or USER, but not with FUNDRIZE. USER and Member agree to indemnify and hold FUNDRIZE harmless for any liabilities or costs incurred by FUNDRIZE as a result of USER’s or Member’s failure to comply with this section.
6.2 Disputes. Transaction disputes concerning the quality or nature of goods or services purchased, or whether said goods are actually delivered, are exclusively between the buyer, the seller and/or their respective USER, and FUNDRIZE has no responsibility in connection therewith other than recording transactions. FUNDRIZE is not responsible for use of barter currency by unauthorized persons.
6.3 Collection Expenses. In its sole discretion, FUNDRIZE may assess a Cash collection fee in such amount as may be specified by FUNDRIZE from time to time and may include reasonable attorney’s fees.
6.4 Termination. Either party may terminate this Agreement upon thirty (30) days written notice to the other party.. Upon termination:
a. Any Cash or digital transaction fees are due immediately.
b. Any USER with any fees owed to FUNDRIZE must settle their account as soon as possible and in any event within four (4) weeks of any cancellation or termination date.
6.5 Joint and Severable Liability. USER hereby assumes joint and severable responsibility for all transactions involving campaign and shall be responsible for all fees that may be outlined in this Agreement.
6.6 No Waiver of Right. FUNDRIZE’s failure or delay in exercising any right will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or future exercise of any right.
6.7 Entire Agreement. The terms contained herein constitute the entire agreement between the parties, and there are no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein. This Agreement supersedes any other agreements between the parties. This agreement may be revised by FUNDRIZE as required. Posting of the revised agreement on this website shall constitute USERs acceptance of the revised agreement except if USER provides FUNDRIZE with notice of non-acceptance within 5 business days from the posting of the revised agreement.
6.8 Severability and Attorney’s Fees. Every item contained in this Agreement is severable from every other term herein. If any term should be judged unenforceable, it shall not affect the enforceability of other terms. If legal action must be taken by FUNDRIZE against an USER to enforce any provision of this Agreement, the USER shall pay FUNDRIZE’s reasonable attorney’s fees, costs, plus interest from the date of default in addition to any other judgment as granted by a court of law or an acceptable arbitration. If legal action is taken by USER against FUNDRIZE which results in a judgment or award in favor of USER, USER agrees to accept full payment in E3 trade dollars, which will be deposited into USER’s account as full satisfaction of judgment or award.
6.9 Authority. The persons executing this Agreement on behalf of any corporation, partnership, Limited Liability Company or other legal entity have the authority to sign this Agreement and to bind the entity thereby.
6.10 Headings. The headings have been inserted for convenience only and are not to be considered when construing the provisions of this Agreement.
6.11 Fax Signatures. FUNDRIZE and USER agrees that both parties may accept a faxed signature or electronic acceptance of the agreement as an original, legal signature on this Agreement.
6.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
6.13 Warranty of Information. USER warrants that it provides all information to FUNDRIZE in good faith and that such information is accurate to the best of its knowledge.
6.14 Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. Any sum which may be awarded by account or arbitrator to FUNDRIZE shall be in Cash.
6.15 Jurisdiction and Venue. Any action brought by any party to this Agreement shall be filed, and venue shall lie only in the courts of Manatee County, State of Florida, to which jurisdiction and venue USER hereby specifically consents.
6.16 Amendment of Agreement. In its sole discretion, FUNDRIZE may change, delete, add to or otherwise modify this Agreement by giving USER thirty (30) days written notice. Any trade purchase or sale by USER or its Members after the thirty-day notice period constitutes acceptance by USER and its Members of such modifications and Agreement as so modified.
6.17 Waiver of Jury Trial. Both parties hereby waive their right to trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the relationship created hereby (whether in contract, tort or otherwise).
6.18 Assignment. This Agreement may be assigned by FUNDRIZE to another company or entity at which time the obligations, terms and conditions herein will be provided to USER by the assignee. USER may not assign this Agreement to any other person or business without prior written approval by FUNDRIZE.
6.19 Notices. Except as specifically set forth in Sections 2.2.1 and 4.4, all notices under this Agreement shall be in writing and sent by mail, overnight courier, or email addressed to the applicable party at its notice address set forth below its signature hereto.
6.20 Default or Breach by USER or Member. In addition to all remedies set forth herein, in the event that the USER shall default in any payment due hereunder, and such default in payment remains unpaid for a period of thirty (30) days from the date of demand or termination, FUNDRIZE shall be entitled, but not obligated, to retain the USER’s Members . Such retention by FUNDRIZE shall not be deemed a breach of this Agreement, and shall not subject FUNDRIZE to any liability. FUNDRIZE shall still have all rights to enforce and collect on the judgment.
6.21 Injunctive Relief. In addition to all remedies set forth herein, FUNDRIZE shall have the right to obtain injunctive relief against the USER or Member for any breach of this Agreement, and such injunctive relief shall be separate and apart from any monetary damages sought by FUNDRIZE against the USER or Member.
6.22 Attorney Fees and Court Costs. In addition to all remedies set forth herein, in the event of a breach of this Agreement, the prevailing party shall be entitled to a reasonable attorney’s fee, at the trial and appellate levels, and to court costs as permitted by law.
6.23 Trade Secrets. The information and/or website content provided by FUNDRIZE or obtained by the USER and Member under this Agreement is considered “trade secrets” as that term is defined in Section 688.002(4), Fla. Stat. Any misappropriation of a trade secret by an USER or Member, or any FUNDRIZE provided Website Content or Intellectual Property used by the USER on any other website not provided and hosted by FUNDRIZE, without express written permission, shall subject that USER or Member, or any person acting on behalf of the USER or Member, to criminal penalty and/or civil damages, and/or injunctive relief.
7. PAYMENTS & PROCESSING
7.1 GOFUNDRIZE offers payments through LODEpay (“LODEpay”), a third-party digital payment processor. In order for you to use LODEpay’s payment processing services, you must download and activate a LODEpay wallet app.
7.2 To obtain and activate a LODEpay mobile wallet, download the wallet app from the App Store or Google Play store.
7.3 By accepting this agreement with GOFUNDRIZE, you agree that you have reviewed any other Terms of Service and/or Privacy Policies for the country in which you are located and agree to them. If you have questions regarding the Terms of Service or Privacy Policy, please refer to [email protected].