Terms of Service

These User Terms of Service (“Terms”) govern your access to, and use of, the RaiseThon platform provided by RaiseThon LLC (“RaiseThon”), including our web site (www.raisethon.com) and related applications (collectively, the “Platform”).

RaiseThon has created these Terms, which will be amended from time to time, to govern your access to, use of, and/or interaction (collectively, “use” or “using”) with the Platform. Any reference to “you,” “your,” or “User” herein shall mean the person or legal entity using the Platform.

01Acceptance of The Terms and Subsequent Changes

By accessing, viewing, otherwise using the Platform, you represent and warrant that you have read, understand, and agree to be bound by these Terms. Your agreement to be bound by these Terms will be indicated by, for example, creating or logging into your User account (a “User Account”), clicking “I agree” when prompted, or making any other use of the Platform. If you do not agree to these Terms, we ask that you do not access or use the Platform.

02Modification

RaiseThon reserves the right to change, modify, add or remove portions of these Terms at any time, without prior notice. Changes take effect on the date that the change appears on the revised Terms. If you use the Platform following a change in these Terms, your use will be understood to signal that you accept and agree to be bound by the changes. Accordingly, we urge you to review the Terms frequently for changes.

03The RaiseThon Platform

Overview of the Platform
The Platform comprises a website and online portal that connects donors (“Donors”) and non-profits organizations (“Organizations”). RaiseThon does not process, accept or hold contributions on behalf of the Organizations and is not an agent or representative of any Organization. RaiseThon is not a charity, broker or fundraiser.

04Account Creation, Maintenance and Right to Termination

In order to maintain your RaiseThon account in good standing and avoid termination, we require (and you agree) that:

• You may only create and maintain one User Account for use of the Platform.
• You are over the age of 18.
• If you are over 13 years old and under 18 years old, you may not create a RaiseThon Account or use the Platform unless you and your legal guardian have reviewed and agreed to these Terms. If you are a parent or legal guardian permitting a person between 13 and 18 years of age (a “Minor”) seeking to create a RaiseThon account and/or use the Platform, you agree to: (i) supervise the Minor’s use; (ii) assume all risks associated with, and liabilities resulting from, the Minor’s use; (iii) ensure that the Content in the RaiseThon Services and/or Platform are suitable for the Minor; and (iv) provide the consents, representations and warranties contained in the Terms on the Minor’s behalf.
• You will provide complete and accurate information (e.g., you may not use a name that is not yours or attempt to impersonate another individual) and will monitor and update your account as necessary to comply with this requirement.
• You will not offer to sell, sell or otherwise transfer your account to any person or entity without RaiseThon’s express permission.
• You will make reasonable efforts to maintain your account credentials (e.g., password) secure and not share them with anyone. In the event that you believe that your account and/or credentials have been compromised, you will promptly contact the Company.
• You agree not to exchange personal information (email addresses, phone numbers, home address, etc.) with any other Users of the Platform.

RaiseThon reserves the right to terminate your account for any reason, including violations of the above requirements, at its sole discretion without notice and without liability.

05Updates to the Platform

RaiseThon continually looks to enhance and improve the Platform for the benefit of its Users. In this regard, RaiseThon reserves the right to make changes to the Platform at any time for any reason in its sole discretion. These changes may affect the appearance and/or functionality of the Platform, including the addition, modification, or removal of functionality, features, or content.

06Organization’s Representations and Donor’s Duty to Independently Review

By using the Platform, Organizations represent and warrant that they are a 501(c)(3) tax-exempt nonprofit organization formed and operated for charitable purposes and in compliance with all applicable laws and regulations of the state(s) in which they are incorporated and/or operate.

Donors agree and acknowledge that all Donations are at their own risk. When you make a contribution through the Platform, it is your responsibility to independently research and review the Organization and, to the extent that you have questions regarding the Organization or how the Organization uses contributions, must contact the Organization directly. We do not and cannot verify the information that Organizations provide, nor do we represent or guarantee that contributions will be used for any particular purpose or in accordance with applicable laws. If you have reason to believe that an Organization is misusing contributions, please contact us (at [email protected]) and we will investigate.

07Prohibited Conduct

You shall be responsible for your compliance with these Terms. Organizations and Donors may not:

• Make the Platform available to anyone other than yourself.
• Use the Platform to engage in conduct that would give rise to civil or criminal liability, or violate any law.
• Transmit or submit any inappropriate or unlawful Content (defined below) through the Platform, including Content that is illegal, pornographic, obscene, profane, abusive, defamatory, hateful, or discriminatory, or that is intended to harass or threaten anyone.
• Solicit Donors or Organizations for employment or any other purpose not specifically provided by these Terms, including services outside of the Platform.
• Use any automated system including but not limited to robots, spiders, offline readers, or scrapers to access the Platform for any purpose.
• Take any action that interferes or attempts to interfere with the proper working of the Platform or circumvents, disables or otherwise interferes with security features of the Platform.
• Use the Platform to violate any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights.
• Circumvent or manipulate fees or billing.
• Permit or encourage any third party to do any of the above.

08Authorization and Acknowledgement

You acknowledge, authorize and agree that:

• All Content (as defined below) posted on the Platform, or created by RaiseThon, shall be owned solely by RaiseThon.
• Organizations grant RaiseThon the right to use their trademarks, service marks, logos and trade dress on the Platform for advertising and marketing purposes.
• You will not share or disclose any personal, private, or sensitive information relating to you or a third party during your use of the Platform, except as provided herein.
• You will promptly advise RaiseThon if you become aware of, or the recipient of, inappropriate or unlawful Content on the Platform, including Content that is illegal, pornographic, obscene, profane, abusive, defamatory, hateful, or discriminatory, or that is intended to harass or threaten anyone.

09Account Deactivation

RaiseThon, in its sole discretion, may decide to block, suspend or terminate your access to the Platform, in whole or in part, at any time with or without cause and with or without prior notice. Likewise, you may cancel your use of the Platform and/or terminate your account at any time. If your account is terminated or cancelled (whether by you or RaiseThon), RaiseThon does not have an obligation to delete or return to you any Content you have posted to the Platform.

10Payment

Organizations pay a platform fee to use the Platform, which are laid out prior to use of the Platform. RaiseThon does not charge fees to Donors, with the exception of credit and debit charges, which are deducted from each donation.

RaiseThon does not process payments or handle Donor contributions (“Contributions”). Rather, the Platform provides for Contributions to be made from Donors to Organizations (“Payments”) through our payment processing partners, including Paypal. Therefore, Donors must review, accept and agree to be bound by the Paypal User Agreement (available at https://www.paypal.com/us/webapps/mpp/ua/legalhub-full), and any other related terms and conditions provided by Paypal. By using the Platform, Donors authorize Paypal and other partners to charge your credit/debit card, bank account or other payment method for Payments made through the Platform. By using the Platform, Organizations authorize Paypal and other partners to charge or disburse Fees to your bank account or other payment method for Payments provided through the Platform. It is the obligation of all Donors and Organizations to keep payment or disbursement information up to date, and RaiseThon will not be responsible for any delays in payment resulting from your failure to do so.

Should any disputes arise regarding payments made by Donors or disbursements to Organizations in connection with Platform, you agree to the following dispute resolution procedure. You may initiate a any payment dispute by email to [email protected]. This includes all disputes relating to alleged charges and/or payment errors, refund requests, and any other disputes relating to payments by Donors or disbursements to Organizations. RaiseThon will endeavor to review your claim and provide a written determination within thirty (30) days of receipt, unless otherwise required by law. Our review will be based on these Terms and any applicable third-party payment processor agreements. For Donors, we will attempt to cause our payment partner to pay you any disputed amounts we determine you are owed using the method with which you made the disputed payment, but we cannot guarantee that we will be able to do so if your payment method information is inaccurate, incomplete, or has been cancelled. If as a Donor you close or deactivate your account before we reach a final resolution of your claim, we will not be able to issue you any amounts you are owed and are not responsible for any resulting delays or non-payment. For Organizations, we will attempt to cause our payment partner to pay you any disputed amounts we determine you are owed using bank account or other disbursement information you provided to that partner.

11Intellectual Property and Right of Publicity

All content available on or through the Platform, including, for example, recordings, comments or other feedback, text, graphics, images, music, audio, video, information or other materials (collectively, “Content”) is protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, RaiseThon is the exclusive owner of all right, title, and interest in and to the Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of RaiseThon used herein are trademarks of RaiseThon. All rights, title, and interest in and to Content not expressly granted in these Terms are reserved by RaiseThon. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

As explained in our Privacy Policy, your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data that we collect. By using our Site, you agree to our Privacy Policy.

RaiseThon has adopted the following policy towards copyright infringement in accordance with the Digital Millennium Copyright Act (the "DMCA"). If you believe any uploaded content violates your copyright or a related exclusive right, send an email to [email protected] with the following information:

• Identification of the copyrighted work and what is protected under the copyright(s) that you are referring to;
• Your copyright certificate(s)/designation(s) and the type, e.g., registered or unregistered;
• Proof of your copyrights ownership, such as the registration number or a copy of the registration certificate;
• A short description of how the user(s) allegedly infringe(s) your copyright(s);
• Clear reference to the materials you allege are infringing and which you are requesting to be removed;
• Your complete name, address, email address, and telephone number;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A statement made under penalty of perjury that the information provided in the notice is accurate and that you are the copyright owner or the owner of an exclusive right that is being infringed, or are authorized to make the complaint on behalf of the copyright owner or the owner of an exclusive right that is being infringed; and
• Your physical or electronic signature, or a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive content that is allegedly being infringed.

12Indemnification

You shall indemnify, defend, and hold harmless RaiseThon, and its subsidiaries, affiliates, successors, assigns, partners, and respective officers, directors, employees, contractors, agents, and other legal representatives, from and against any and all claims, losses, damages, penalties, liabilities, costs, fees, or expenses, including reasonable attorneys’ fees, of any kind or nature incurred or suffered by RaiseThon arising out of, relating to, or resulting from these Terms or your use of Platform to the fullest extent permitted by applicable. This includes your breach of these Terms, improper or unlawful acts or omissions, violation of any third-party right, including any intellectual property or privacy rights, or any injury or damage caused to a third party.

If you are a California resident, you waive California Civil Code Section 1542, which provides:

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.

If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

13Limitations of Liability

General Statement and Understanding of Risks

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THESE TERMS, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF RAISETHON WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF RAISETHON FOR (I) WILLFUL MISCONDUCT OF SKILLR; OR (II) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

THE PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM OR THE SERVICES OF SKILLRS OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED BOTH BY ORGANIZATIONS AND ON OR BY THE PLATFORM, INCLUDING WITHOUT LIMITATION ALL CONTENT. THE COMPANY MAKES NO WARRANTY THAT THE PLATFORM OR THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

WE SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE BY A USER OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM OR ORGANIZATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE PLATFORM OR SERVICES OF ORGANIZATIONS, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

14Damages or Losses Relating to Access and Loss of Use of the Platform

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, OR ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, PARTNERS, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, OR OTHER LEGAL REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, SERVICES OF ORGANIZATIONS, THE PLATFORM OR ANY OTHER ASPECT OF THESE TERMS. UNDER NO CIRCUMSTANCES WILL RAISETHON BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF RAISETHON AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, PLATFORM, OR SERVICES OF SKILLRS, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO RAISETHON BY THE USER HEREUNDER, OR ONE HUNDRED US DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE.

15Assumption of Risk

As explained above, the Platform connects Donors with Organizations. ANY USE OF THE PLATFORM IS AT A DONOR’S OR ORGANIZATION’S OWN RISK. THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY INJURIES OR DAMAGES YOU MAY SUSTAIN THAT RESULT FROM ANY USE OF THE PLARFORM.

16Arbitration

You, together with RaiseThon, agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of Services at any time, whether before or after the date you agreed to these Terms, will be settled by binding arbitration between you and RaiseThon, and not in a court of law.

You acknowledge and agree that you and RaiseThon 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. Unless otherwise agreed in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and RaiseThon each retain the 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.

17Administration

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/. The parties agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable.

Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Delaware.

This arbitration and class action waiver section shall survive any termination of your account or the Platform.

18Process for Requesting Arbitration

RaiseThon believes that most disputes can be resolved by the Parties without litigation. Please contact RaiseThon’s customer support team at [email protected] regarding any dispute, claim or other disagreement. Except as described above in connection with intellectual property claims, the parties agree to use their best efforts to settle any dispute, claim or disagreement directly, prior to initiating an arbitration. Good faith negotiations shall be a condition to either party initiating an arbitration.

In the event that the Parties do not reach an agreed-upon solution within a period of thirty (30) days from the date that You contacted RaiseThon’s customer support team, then either party may initiate binding arbitration as the sole means to resolve claims. To initiate arbitration, you must provide RaiseThon with a written Demand for Arbitration as specified in the AAA Rules. The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of arbitrators having applicable experience. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

You are responsible for payment of any AAA filing, administrative and arbitrator fees as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, RaiseThon will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

19Governing Law

These Terms shall be governed in all respects by the laws of the State of Delaware, without regard to its conflict of law provisions. You agree that any claim or dispute you may have against RaiseThon that is not subject to arbitration must be resolved by a court located in Delaware, or the United States District Court for the District of Delaware, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of these courts for the purpose of litigating all such claims or disputes that are not subject to arbitration. You hereby waive any and all jurisdictional and venue challenges that may otherwise be available.

20Section Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

21Force Majeure

Other than payment obligations, neither the Company nor you shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

22Third-Party Beneficiaries

You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

23Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies published by RaiseThon on the Platform, shall constitute the entire agreement between you and RaiseThon concerning the Platform.

24Construction

If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

25Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and RaiseThon’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

26Questions and Feedback

We welcome your questions, comments, and concerns about the Platform. Please send us any and all feedback pertaining to the Platform to [email protected].