Terms and Conditions
Standbuy, LLC ("Standbuy," "we," "us," or "our") welcomes you. We invite you to access and use our online services (the "Services"), which are made available to you through a variety of platforms, including http://www.standbuy.com (the "Website") and through our mobile app, which is accessible through tablets, cell phones, personal digital assistants, connected televisions, and other devices (the "App"). The Website and the App are collectively referred to as the "Platform."
1. DESCRIPTION AND USE OF SERVICES
Standbuy is a crowdfunding platform created to help combat the financial stresses of cancer in a dignified way.
We would like to point out, however, that although Donors are able to make donations via the Platform ("Donations"), using WePay, we serve as an intermediary - and not a party - to any such Donation. Accordingly, we shall have no liability to any party in connection with such Donations, and our Organizers, Beneficiaries, and Donors acknowledge that they are assuming the risks when using the Platform to conduct Donations.
We provide Visitors, Organizers, Beneficiaries, Donors, and Followers with access to the Platform as described in this Agreement.
Visitors. Visitors, as the term implies, are people who don't login to the Platform or register with us, but want to look around and see what the Services are all about. Visitors can: (i) view all publicly-accessible content; and (ii) e-mail us.
Organizers. Organizers are people who set up and create fundraisers on behalf of Beneficiaries (each a "Fundraiser"). Although Organizers may create Fundraisers on their own behalf, in which case they would also be Beneficiaries, they don't have to, and may create Fundraisers on behalf of third parties. Login is required for all Organizers, either through Facebook Connect, Twitter Connect, or pursuant to Section 4 below. Organizers can do all the things that Visitors can do, and can: (i) create and set up a Fundraiser; (ii) when connected through Facebook Connect, upload updates, including blog posts, videos, photos, and other content regarding the Fundraiser and the Beneficiary (collectively, "Updates"); (iii) connect their Fundraiser profile to their social networks and e-mail lists; (iv) provide feedback; and (v) sign up for alerts and other notifications.
Beneficiaries. Beneficiaries are the people for whom Organizers set up Fundraisers and Donors contribute Donations. And making their lives a little easier is the entire reason and purpose behind Standbuy's existence. Beneficiaries do not need to register or log in to the Platform in order to receive Donations. The only thing Beneficiaries need to do is to verify their WePay e-mail address when they receive an e-mail from WePay after the Organizer sets up the Fundraiser. That way we can ensure that they receive their Donations. If a Beneficiary is not the Organizer of the Fundraiser, but would like to post Updates, he or she may do so using the Organizer's login information.
Donors. Donors are the lifeblood of the Platform. They are the kind and generous individuals who make Donations to Beneficiaries. Login is required for Donors either through Facebook Connect, Twitter Connect, or through their personal e-mail. In addition to making Donations, Donors, when connected through Facebook Connect, can upload encouraging content, including blog posts, videos, photos, and other notes regarding the Fundraiser and the Beneficiary (collectively, "Notes").
Followers. Followers, as the name implies, are people who want to track the progress of specific Fundraisers. Login is required for Followers either through Facebook Connect, Twitter Connect, or through their personal e-mail. In addition to receiving updates regarding their selected Fundraisers, Followers, when connected through Facebook Connect, can also upload Notes.
Although we encourage people to use our Platform, we are under no obligation to accept any individual as an Organizer, Donor, or Follower, and may accept or reject any login or registration in our sole and complete discretion.
The Services are available for individuals aged 13 years or older. If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
3. COMMUNITY GUIDELINES
Standbuy's community, like any community, functions best when its users follow a few simple rules. By accessing the Platform and/or using the Services, you hereby agree to comply with these community guidelines (the "Community Guidelines") and that:
If you are an Organizer and you are not the Beneficiary for whom you are setting up the Fundraiser, please let the Beneficiary know that you are creating the Fundraiser and do not post any personal information about the Beneficiary, such as his or her medical condition, without the Beneficiary's permission.
You will not use the Services for any unlawful purpose;
You may not use the Services to engage in any commercial activities (other than in connection with Fundraisers), including, without limitation, advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
You will not access the Platform or use the Services to collect any market research for a competing business;
You will not upload, post, e-mail, transmit, or otherwise make available any content that:
is false, deceptive, misleading, deceitful, misinformative, or constitutes a "bait and switch" offer;
infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity;
is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another's privacy, or promotes violence; or
discloses any sensitive information about another person, including that person's e-mail address, postal address, phone number, credit card information, or any similar information;
You will not "stalk" or otherwise harass another;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not cover, obscure, block, or in any way interfere with any safety features (e.g., report abuse button) on the Platform;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Platform, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
You will not use any automated device or software that enables the submission of automatic postings on the Platform without human intervention or authorship, including, without limitation, the use of any such automated posting device in connection with bulk postings or for automatic submission of postings at certain times or intervals; and
You will not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means.
Please let us know about inappropriate content. If you find something that violates our Community Guidelines, please let us know, and we'll review it. We reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or any portion of the Services, without notice, and to remove any content that does not adhere to these guidelines.
4. REGISTRATION PROCESS FOR ORGANIZERS
If Organizers do not log in to the Platform through Facebook Connect or Twitter Connect, we will ask them to create an account, which includes a sign-in name ("Sign-In Name"), a password ("Password"), and perhaps certain additional information that will assist in authenticating their identity when they log in in the future, such as an e-mail address ("Unique Identifiers"). When creating their account, Organizers must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Organizer, although if the Organizer is not the Beneficiary for whom the Fundraiser has been created, the Organizer needs to share his or her login credentials with the Beneficiary in order for the Beneficiary to post Updates. Organizers are solely responsible for the confidentiality and use of their Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Platform using one or more of them. Organizers will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change any Password, Sign-In Name, or Unique Identifier at any time and for any reason. Standbuy will not be liable for any loss or damage caused by any unauthorized use of an Organizer's account.
5. FUNDRAISERS, DONATIONS, AND PAYMENTS TO RECIPIENTS
Creating the Fundraiser. As noted above, Organizers create Fundraisers. To do so, they create the profile of the Fundraiser, including naming the Beneficiary, setting the duration of the Fundraiser (which cannot be longer than 90 days), setting the financial goal of the Fundraiser, and providing the WePay e-mail address of the Beneficiary. Once the Beneficiary verifies his or her WePay e-mail address, the Fundraiser can launch on the Platform.
Payments to Beneficiaries. When a Donor makes a Donation, the payment is processed through WePay and automatically split and paid as follows: (i) ninety two percent (92%) of the Donation is paid to the WePay account of the designated Beneficiary as set forth in the profile constructed by the Organizer and validated by the Beneficiary; and (ii) seven percent (7%) of the Donation is paid to Standbuy as an administrative fee (the "Administrative Fee"). Other than the Administrative Fee, Standbuy never has access to or exercises any dominion or control over any Donations. Donors, Beneficiaries, and Organizers hereby release Standbuy from liability for delays or errors in connection with WePay's processing of Donations, including, but not limited to, any errors resulting from any inaccurate or outdated account information provided by Organizers. Beneficiaries are responsible for ensuring that they comply with any obligations to pay any taxes or governmental charges in connection with any Donations they receive.
6. INTELLECTUAL PROPERTY
The Platform contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Standbuy (collectively referred to as the "Content"). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content and the Platform automatically terminates, and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of Standbuy ("Standbuy Trademarks") used and displayed on the Platform are registered and unregistered trademarks or service marks of Standbuy. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the "Third-Party Trademarks", and, collectively with Standbuy Trademarks, the "Trademarks"). Nothing on the Platform or Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Standbuy Trademarks inures to our benefit.
Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated, in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted outside the Platform without our express, written consent for each and every instance.
7. COMMUNICATIONS TO US; USER CONTENT
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation to you.
As noted above, the Services provide Beneficiaries, Organizers, Donors, and Followers the ability to post and upload user content ("User Content"). You expressly acknowledge and agree that once you submit your User Content for inclusion into the Services, it will be accessible by others, and that there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT STANDBUY, ARE ENTIRELY RESPONSIBLE FOR ALL THE USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE PLATFORM.
You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, perpetual, royalty-free, freely sublicensable license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) any and all of your User Content that you have not designated as "private," your username, the picture associated with your username, and all intellectual property and moral rights therein via the Platform throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised.
If you submit User Content to us, each such submission constitutes a representation and warranty to Standbuy that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph and that it and its use by Standbuy and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.
8. NO WARRANTIES; LIMITATION OF LIABILITY
WE MAKE NO ATTEMPT TO CONFIRM, AND DO NOT CONFIRM, ANY BENEFICIARY'S PURPORTED IDENTITY OR CONDITION, AND DO NOT WARRANT THAT THE DONATIONS WILL BE USED FOR ANY PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE IDENTITY AND SUITABILITY OF BENEFICIARIES TO WHOM YOU MAY MAKE A DONATION VIA THE PLATFORM. IF YOU HAVE ANY RESERVATIONS REGARDING THE IDENTITY OR CONDITION OF A BENEFICIARY OR THE LEGITIMACY OF A PARTICULAR FUNDRAISER, DO NOT DONATE. WE MAKE NO REPRESENTATIONS, OFFER NO ASSURANCES, AND DO NOT INVESTIGATE ANY OF OUR USERS' BACKGROUNDS, MORALITY, CHARACTER, OR ACTIONS, AND YOU HEREBY ACKNOWLEDGE THAT YOU ASSUME THE RISK OF ANY ENCOUNTER OR INTERACTION WITH SUCH PERSONS. WE ENCOURAGE ALL USERS TO COMMUNICATE DIRECTLY WITH ORGANIZERS THROUGH THE TOOLS AVAILABLE ON THE PLATFORM AND TO REVIEW THEIR FUNDRAISER PROFILE PAGES FOR FEEDBACK FROM OTHER USERS. ALTHOUGH WE RESERVE THE RIGHT TO DO SO, WE TYPICALLY DO NOT VERIFY INFORMATION THAT USERS SUBMIT TO THE PLATFORM. WE DO NOT ENDORSE ANY USERS.
THE PLATFORM, THE SERVICES, AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. YOU AGREE THAT YOU USE THE PLATFORM, THE SERVICES, AND THE CONTENT AT YOUR OWN RISK. WITHOUT LIMITING THE FOREING, WE DO NOT WARRANT THAT THE PLATFORM OR THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE PLATFORM, THE SERVICES, THEIR SERVERS, OR CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE PLATFORM, THE SERVICES, OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM DONATIONS MADE VIA THE PLATFORM OR YOUR USE OR INABILITY TO USE THE PLATFORM, THE SERVICES, OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9. DEALINGS WITH OTHER USERS
You acknowledge and agree that Standbuy shall not be liable for your interactions with any other users of the Platform, including, without limitation, any Donations, and any other terms, conditions, warranties, or representations associated with any interaction you may have with other users. These dealings are solely between you and such other users. You agree and acknowledge that Standbuy shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or interactions. If there is a dispute between users, you understand and agree that Standbuy is under no obligation to become involved in such dispute. In the event that you have a dispute with one or more other users, you hereby release Standbuy, its officers, directors, employees, agents, and successors from any and all claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes, the Platform, the Services, and the Donations.
10. EXTERNAL SITES
The Platform may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
11. REPRESENTATIONS; WARRANTIES; AND INDEMNIFICATION
(a) You hereby represent, warrant, and covenant that:
You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
Use of your User Content in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
You shall not submit to the Platform any User Content that violates our Community Guidelines set forth above.
(b) You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your access to, use, or misuse of the Content, the User Content, the Platform, or the Services, and (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
12. COMPLIANCE WITH APPLICABLE LAWS
The Platform is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platform, the Services, or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
13. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.
14. DIGITAL MILLENNIUM COPYRIGHT ACT
Standbuy respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the "Act") for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
If you believe that your work has been copied on the Platform in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including: (i) a description of the copyrighted work that has been infringed and the specific location on the Platform where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York; and (ii) that the Services shall be deemed passive that do not give rise to personal jurisdiction over Standbuy, either specific or general, in jurisdictions other than New York. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PLATFORM OR THE SERVICES MUST COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: "Intellectual Property," "Communications to Us; User Content," "No Warranties; Limitation of Liability," "Dealings with Other Users," "Representations; Warranties; Indemnification," "Termination of the Agreement," and "Miscellaneous."
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.