This terms of service agreement is offered by Spendrise, Inc. (“Spendrise”), sometimes referred to herein as “us,” “our,” or “we.”
Spendrise reserves the right to alter the Terms at any time. If we alter the Terms, we will notify you via email and/or through the Site. After any alteration of the Terms, your continued use of the Services means you accept the new Terms.
The Terms include mandatory arbitration. Please read more about Dispute Resolution in Section 9 below.
Campaign Creator. A user or group of users who organize and post a Campaign to the Site.
Pledge. A commitment to contribute money to a Campaign.
Contributors. Spendrise users who Pledge.
Business. The business, organization, or entity from which the Campaign is requesting Formal Commitment.
Formal Commitment. A written statement from a Business, where that Business formally commits to materially adopt the terms of the proposal as provided in the Campaign description.
Campaign Deadline. The date that a Campaign will stop accepting Pledges.
To Pledge or become a Campaign Creator, you need to be at least 18 years old, or old enough to form a binding contract where you live. If necessary, Spendrise may ask you for proof of age.
In the future, Spendrise may develop additional features for accounts, for example, allowing users to create usernames, passwords, and profiles that display Campaign and Pledge history. You’re responsible for all of your activity on the Platform, including future accounts you may create. If you violate the Terms, including providing false information, Spendrise may cancel your account. If someone has used your account without your permission, please report it to Spendrise.
Spendrise offers the Site and the Services as a platform (the "Platform") only. The Platform is designed to allow the Campaign Creator to post a Campaign and accept Pledges. The Campaign Creator will use their best efforts at their own sole discretion to convince the Business to make a Formal Commitment by the Campaign Deadline. Spendrise has sole, absolute discretion to determine whether or not a Business has made a Formal Commitment. If a Formal Commitment is made, the Campaign page will indicate as such, and Contributors will typically receive a gift card redeemable at the Business in the amount of their Pledge. Gift cards may not be appropriate for certain Campaigns, such as those where the relevant Business does not provide retail goods or services. In such cases, the Campaign page will clearly indicate that Contributors will not receive gift cards, and instead their Pledge will resemble a direct donation to the Business upon Formal Commitment. (See more about gift cards in Section 5 below.)
Spendrise is not liable for any damages or losses related to your use of the Services. Spendrise does not get involved in disputes between users, or between users and any third party relating to the use of the Services. All content you access through the Services is at your own risk. You’re solely responsible for any resulting damage or loss to any party. (See more about dispute resolution in Section 9 below.)
At any time, an affiliate of Spendrise may become a Campaign Creator. If and when that happens, all the rules for Campaign Creators in the Terms will apply to such affiliate, and the Campaign page will clearly indicate that the Campaign Creator is an affiliate of Spendrise.
These rules apply to Contributors:
Spendrise does not guarantee Campaigns. All Campaigns on the Platform are presented as is. If you Pledge to Campaigns on the Platform, you are solely responsible for investigating and acquiring all information you may deem necessary before making any Pledge. Spendrise does not endorse or provide warranties of any kind regarding any content on the Site, including Campaigns. The Campaign Creator is solely responsible for working in good faith with a Business to obtain a Formal Commitment. Spendrise cannot guarantee Formal Commitment from any Business. By using the Services, you agree that Spendrise is not liable for any damages you may incur as a result of your use of the Platform or the Services.
You’re only charged if a Formal Commitment is made. You will provide your payment information when you Pledge, but you will not be charged at that time. The amount you Pledge will only be collected from you if, at the time of the Campaign Deadline, a Formal Commitment is made. The exact amount you Pledge is the amount Spendrise will collect. If there is no Formal Commitment at the Campaign Deadline, you are not charged.
In some cases Spendrise and its payment partners will reserve a charge on your card. Spendrise and its payment partners may authorize or reserve a charge on your credit card (or whatever payment method you use) for any amount up to the full Pledge, at any time between when you Pledge to a Campaign and that Campaign’s Deadline. The Campaign Deadline is determined by the Campaign Creator and can be found on the Campaign’s web page on the Site.
You can change or cancel your Pledge at any time before the Campaign Deadline. You can increase, decrease, or cancel your Pledge at any time during the Campaign. Once the Campaign Deadline is reached, you can only cancel or change your Pledge by contacting the Campaign Creator directly.
The estimated fulfillment date for gift cards is Spendrise’s estimate. If you will be issued a gift card, the date listed as the estimated fulfillment date on the Campaign is Spendrise’s estimate of when the gift cards will be delivered to Contributors — not a guarantee to fulfill by that date. The schedule may change as the Campaign develops. Spendrise will use its best efforts to communicate with Contributors about any material changes related to distribution of gift cards.
When Pledges may be cancelled or returned. Don’t assume a Business will make a Formal Commitment; there could be a reason that the Campaign Creator is unable to obtain a Formal Commitment, or there could be a reason for Spendrise to determine that a Formal Commitment has not been made, or a problem that takes time to resolve. Remember that Spendrise has the sole discretion to determine whether or not a Business has made a Formal Commitment. There may be a delay between a Business’s Formal Commitment and actual implementation of the change(s) described in the Campaign. If a Campaign you made a Pledge to is permanently removed from the Platform for any reason, Spendrise will cancel your Pledge and notify you via email. If, for any reason, Contributors have been charged for their Pledges and Spendrise is ultimately unable to deliver their gift cards, Spendrise will work directly with the payment processors to reverse the charges. (Read more about gift cards in Section 5 below.)
These rules apply to Campaign Creators:
Some Pledges can’t be collected. Because some payments can’t be collected, like when a Contributor’s credit card expires before the Campaign Deadline and they don’t provide updated information — Spendrise can’t guarantee that the amount of funding a Campaign receives will be exactly equal to the total amount of Pledges. Please be mindful of this when communicating with the Business of your Campaign.
There is no guarantee for Formal Commitment. You, the Campaign Creator, are solely responsible for working in good faith with a Business to obtain a Formal Commitment. Don’t assume a Business will make a Formal Commitment; there could be a reason Spendrise is not able to accept it, or a problem that takes time to resolve. Remember that Spendrise has the sole discretion to determine whether or not a Business has made a Formal Commitment. There may be a delay between a Business’s Formal Commitment and actual implementation of the change(s) described in the Campaign.
Campaign Deadlines. You are responsible for creating a Campaign Deadline and including it in the description on the Campaign’s web page on the Site. If you need to extend or otherwise change a Campaign Deadline, you agree to make the relevant changes to the Campaign description, and to actively communicate with Contributors of that Campaign about those changes.
Disputes with Contributors. If you are a Campaign Creator and there are disputes between you and Contributors to your Campaign, you will have sole responsibility to reach a settlement with those Contributors. Spendrise, is not required to do so, but may in its sole, absolute discretion provide assistance in resolving disputes between the Campaign Creator and Contributors.
Removal of Campaigns. Spendrise may in its sole, absolute discretion remove any Campaign from the Platform at any time, for any reason. If your Campaign is removed from the Platform, Spendrise will cancel any existing Pledges and notify you of the removal via email.
- Gift Cards
After the Campaign Deadline, Spendrise will provide an estimated date of fulfillment for gift cards. This date is an estimate only and Spendrise does not guarantee fulfillment by that date. Spendrise will use Contributor’s email addresses to distribute electronic gift cards. In some cases, Spendrise may distribute physical gift cards and Contributors will need to provide a mailing address for delivery. Spendrise is not responsible for lost or stolen gift cards.
Spendrise will use its best efforts to distribute gift cards within a reasonable time after a Formal Commitment is made; but we do not guarantee fulfillment. Spendrise is not liable if a Business withdraws its Formal Commitment; or if any third party fails to deliver gift cards to Spendrise.
If, for any reason, Contributors have been charged for their Pledges and we are ultimately unable to deliver their gift cards, we will work directly with the payment processors to reverse the charges.
If you have an issue with your gift card, please contact us.
- Posting Content
The content you post to the Platform remains yours. By submitting and posting content to the Platform, you do not lose any ownership rights you may have over your content. However, you authorize Spendrise to share this content with anyone, distribute it on any platform and in any media, and to make modifications or edits to it as Spendrise sees fit (e.g. for clarity or optimization purposes). For example, Spendrise may edit a Campaign title for it to appear on our homepage, reformat a Campaign for a video highlighting Formal Commitments, or share the content with interested media. You also authorize Spendrise to allow others to do the same with your content. By submitting or posting content on or through the Platform, you grant Spendrise a worldwide, non-exclusive, royalty-free, fully paid-up license (with right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your content in any and all media or distribution methods (existing now or later developed) from the present and continuing indefinitely without termination. This includes making your content available to other companies, organizations, or individuals who partner with Spendrise for the syndication, broadcast, distribution, or publication of content on other media. You represent and warrant that you have all the rights, power, and authority necessary to authorize Spendrise to use any content that you submit to the Platform. You also agree to all such uses of your content with no compensation paid to you.
Sharing Campaigns. Except in very limited circumstances where Spendrise will expressly ask you not to, Spendrise encourages you to link to, post to social media and third party services, such as Facebook or Twitter, share via email, or otherwise copy and share individual Campaigns of interest to you, or questions you post or upvote, but only for informational, non-commercial purposes. If you share another user’s Campaigns, questions, or other content, you may not make any modifications, and you may not remove any attributions. When you post content to any third party service through the features and functionalities of our Platform, you will be subject to the terms of that third party service. If you want to remove any Campaign or content from a third party service, you should contact that third party service and request removal directly from them.
No user content storage. Spendrise does not promise to store or make available on our Platform any content that you or other users may post for any length of time. You are solely responsible for keeping backups of anything you post on the Platform.
- Spendrise’s Rights
All right, title, and interest in and to Spendrise, the Platform, the Site, and the Services are and will remain the exclusive property of Spendrise and its licensors. Nothing gives you a right to use the Spendrise name or any of the Spendrise trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Spendrise and the Platform is entirely voluntary and will not create any obligation on behalf of Spendrise to you.
Do not do any of the following while accessing or using the Platform. Access, tamper with, or use non-public areas of the Platform, Spendrise’s computer systems, or the technical delivery systems of Spendrise’s service providers. Disable, interfere with, or try to circumvent any of the features of the Platform related to security or probe, scan, or test the vulnerability of any of our systems or the Platform. Copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code of Spendrise or the Platform. Access or search or attempt to access or search our Platform by any means (automated or otherwise) other than through our currently available search functionalities that are provided via our website, mobile apps, or API (and only pursuant to those API terms and conditions). Crawling the Site is permissible if done in accordance with the provisions of the robots.txt file; however, scraping the Services, Platform, and databases is expressly prohibited unless authorized in a written agreement between you and Spendrise. Use the Spendrise Platform to send altered, deceptive, or false source-identifying information (such as sending email communications falsely appearing as Spendrise); or interfere with, or disrupt, (or attempt to do so), the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Platform, or in any other manner interfering with or creating an undue burden on the Platform.
Intellectual Property. Spendrise’s Services are legally protected in various ways, including copyrights, trademarks, service marks, patents, trade secrets, and other rights and laws. You agree to respect all copyright and other legal notices, information, and restrictions contained in any content accessed through the Site. You also agree not to change, translate, or otherwise create derivative works of the Service. Spendrise grants you a worldwide, non-exclusive, non-sublicensable, and non-transferable license to reproduce content from the Services for the exclusive purpose of distributing information about a Campaign; this license is for no other purpose. This license covers both Spendrise’s own protected content and user-generated content on the Site. Spendrise reserves the right to revoke that license at any time, for any reason or for no reason at all.
If you want to use, reproduce, modify, distribute, or store any of this content for a commercial purpose, you need prior written permission from Spendrise or the relevant copyright holder. A “commercial purpose” means you intend to use, sell, license, rent, or otherwise exploit content for commercial use, in any way.
Spendrise respects the intellectual property of others, and Spendrise asks our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Spendrise of your infringement claim in accordance with the procedure set forth below.
Spendrise will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Spendrise's Copyright Agent at: firstname.lastname@example.org (Subject line: "DMCA Takedown Request"). You may also contact Spendrise by mail or facsimile at:
Spendrise Copyright Agent:
Arnold & Porter
601 Massachusetts Ave., NW
Washington, DC 20001
To be effective, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Services, with enough detail that Spendrise may find it on the Services;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, 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 or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
- your physical or electronic signature;
- identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Spendrise will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Spendrise has adopted a policy of terminating, in appropriate circumstances and at Spendrise's sole discretion, users who are deemed to be repeat infringers. Spendrise may also at its sole discretion limit access to the Services and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
- Everything Else
Indemnification. If you do something that gets Spendrise sued, or fail to abide by the Terms, you agree to defend, indemnify, and hold Spendrise harmless from all liabilities, claims, and expenses (including reasonable attorneys’ fees and other legal costs) that arise from or relate to your use or misuse of Spendrise or the Platform. Spendrise reserves the right to assume the exclusive defense and control of any matter otherwise subject to this indemnification clause, in which case you agree that you’ll cooperate and help Spendrise in asserting any defenses.
Limitation of Liability. To the fullest extent permitted by law, in no event will Spendrise, its directors, employees, partners, suppliers, or content providers be liable for any indirect, incidental, punitive, consequential, special, or exemplary damages of any kind, including but not limited to damages (i) resulting from your access to, use of, or inability to access or use the Services; (ii) for any lost profits, data loss, or cost of procurement or substitute goods or services; or (iii) for any conduct of content of any third party on the Site. In no event shall Spendrise’s liability for direct damages be in excess of (in the aggregate) one hundred U.S. dollars ($100.00).
Severability. The Terms together with any amendments and any additional agreements you may enter into with Spendrise in connection with the Services, will constitute the entire agreement between you and Spendrise. If a court of competent jurisdiction deems any provision of the Terms invalid, the invalidity of such provision will not affect the validity of the remaining provisions of the Terms, which will remain in full force and effect.
Governing Law. The Terms and your use of the Services will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to its conflict-of-law provisions. You and Spendrise agree to submit to the personal jurisdiction of a state court located in Delaware, or a United States District Court located in Delaware for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
Dispute Resolution. Please contact Spendrise with any dispute or complaint, and Spendrise will use its best efforts to work with you to resolve that matter informally. Should those efforts fail, you and Spendrise agree that any dispute, claim or controversy arising out of or relating to the Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Spendrise are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Spendrise otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of the Terms.
The American Arbitration Association ("AAA") will administer the arbitration in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Spendrise will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.