These terms of service are between WEDIDIT, INC (WeDidIt) and the organization listed in the SIGNUP page where in going forward in this agreement the organization listed in the TERM SHEET will be referred to as “THE CLIENT”
WEDIDIT, INC, is a New York Corporation located at 640 Ellicott St, Buffalo, NY 14203
1. What WEDIDIT will do for THE CLIENT
WEDIDIT will provide unlimited access to the WEDIDIT platform by means of a secure user ID and Password.
WEDIDIT will allow THE CLIENT to use the platform features as to be determined based on the subscription level selected by THE CLIENT
2. What THE CLIENT’s responsibilities are
THE CLIENT will pay WEDIDIT the sum of the subscription fee listed in their subscription level for the use of the WEDIDIT platform for the term decided by THE CLIENT. THE CLIENT may choose a month-to-month subscription which can be canceled at any time. THE CLIENT may also choose to pay upfront for a 12 month or 24 months subscription. THE CLIENT will secure its user id and password and notify WEDIDIT upon any unauthorized use of the user id or password.
3. What other costs are there?
WEDIDIT’s credit card vendor will remit the funds received, less 2.8% + 30 cents for its card processing fee and the processing fee for WEDIDIT as listed in the subscription level, to THE CLIENT as soon as the credit card vendor clears the funds. As stated above, WEDIDIT will retain a processing fee as listed in the TERMS SHEET of the amounts received from the credit card vendor. The remaining balance minus credit card processing fees will be transferred to THE CLIENT’s WePay account. WEDIDIT’s crowdfunding service is set up to provide both an ‘All-or-Nothing’ campaign (all-or-nothing as defined in the appendix) funding method as well as a Traditional Fundraiser (Traditional Fundraiser as defined in the appendix). In the scenario of an ‘All-or-Nothing’ THE CLIENT will set a fundraising goal for success before the campaign is done and unless that goal is reached, no money will pass from any donor to THE CLIENT or to WEDIDIT. In the case that THE CLIENT chooses to run a Traditional Fundraise), donations will be processed immediately by WePay and deposited into THE CLIENT’S WePay Account minus processing fees.
4. Limits on Use of Service
For the benefit and security of the subscribers of the WEDIDIT platform, and to comply with applicable laws, you agree:
- to use the WEDIDIT platform only for lawful purposes that are permitted by this Agreement and by applicable law and regulations (including, but not limited to, laws regarding the export of data or software to and from the United States of America);
- not to disclose, distribute, sublicense, lease, rent, loan, resell or otherwise transfer the data received through the WEDIDIT platform;
- not to access or attempt to access the WEDIDIT platform by any means other than through the interface provided by WEDIDIT;
- not to attempt to gain unauthorized access to the WEDIDIT platform or any other accounts, computer systems or networks connected to the WEDIDIT platform through any means;
- not to access or attempt to access the WEDIDIT platform through any automated means;
- not to engage in any activity that interferes with or disrupts the WEDIDIT platform or any network or servers connected to the WEDIDIT platform;
- not to take any action that would interfere with or disrupt the integrity of any data or computer-based information or any servers or networks connected to the WEDIDIT platform or violate the regulations, policies or procedures of such networks;
- that any exported data will be updated on a regular (e.g., quarterly) basis and is valid only as long as your subscription to the WEDIDIT platform remains in effect;
- except to the extent expressly permitted by this Agreement, not to attempt to copy, modify, duplicate, create a derivative work from, frame, mirror, republish, download, display, transmit, or distribute any portion of the WEDIDIT platform in any form or media by any means.
- not to access or use the WEDIDIT platform to build a similar or competitive service;
- that you are responsible for maintaining the confidentiality of your subscription log in information and are fully responsible for all activities that occur under your account;
- not to use another's account or allow another user to use your account;
- to log off of your account after each use to prevent unauthorized use of your account; and
- to immediately notify WEDIDIT of any unauthorized use, or suspected unauthorized use, or any other breach of security. WEDIDIT is not liable for any loss or damage arising from your failure to comply with these confidentiality and security requirements.
5. Campaigns: Fund-Raising and Commerce
Wedid.it ("WeDidit") is a venue for fund-raising and commerce. WeDidit allows certain users ("Campaign Owners") to list campaigns and raise funds from other users ("Donors"). All funds are collected for Campaign Owners by WePay.com. WeDidit does not, at any time, receive or hold any monies intended for Campaign Owners. WePay’s TOS are available here .
WeDidIt reserves the right to cancel a campaign listing at any time for any reason. WeDidit reserves the right to remove a campaign listing from public listing for any reason. WeDidit makes no guarantees regarding the performance or fairness of WePay.com. Additionally, because of occasional failures of some credit cards and other conditions beyond our control, WeDidit does not guarantee the full receipt of the targeted amount. Campaign contributions are made to the Campaign Owners and the Owners may initiate refunds at their own discretion. WeDidit is not responsible for issuing refunds for funds that have been collected by Campaign Owners.
6. Acceptance of Terms
8. Rules and Conduct
9. Fees and Payments
WeDidIt’s fees are simple: we collect between 1%-4% of the total funds raised. Total funds raised are the amounts actually collected at the end of any campaign, or for ongoing campaigns, when the funds are collected from the donors and paid to the Campaign Owner. Our fees are payable upon successful completion of any campaign and are paid to us as soon as the donor’s credit card’s charge is authorized and paid to your WePay account. Use of the WePay account will also incur service fees and charges according to the WePay terms of service; those fees and charges are in addition the fees due to WeDidit.
Donations made through WeDidit are considered complete at the time they are made. The donations are non-cancellable until the Campaign ends or until the Campaign Owner terminates a campaign. When the campaign ends successfully, the donor’s credit card will be charged for the amount of the donation. When such charges are made, they are non-refundable.
10. Content and License
You agree that the Service contains Content specifically provided by WeDidit or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates the rights of any other party or content owner.
11. Third Party Intellectual Property — Copyright Notifications
WeDidit respects the intellectual property of others, and we expect our users to do the same. WeDidit may, in appropriate circumstances and at its discretion, terminate the accounts of users who infringe upon the intellectual property rights of others. WeDidit will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that content infringes copyright. infringes copyright.
12. Intellectual Property Rights — Campaign Owners
13. Intellectual Property Rights — Campaign Owners
The Service may provide Campaign Owners with the ability to add, create and upload, content in the form of videos, audio clips, written forum comments, and other information to the Site.
Without prejudice to any other rights or remedies that either party may have, either party may terminate this Agreement if the other party commits a material breach of contract; provided, however, that the terminating party has given the other party written notice of the breach and the breaching party has failed to remedy or cure the breach within thirty (30) days of such notice.
15. Warranty Disclaimer
WeDidit has no special relationship with or fiduciary duty to you. You acknowledge that WeDidit has no control over, and no duty to take any action regarding which users gain access to the Site, what Content you access via the Site, what effects the Content may have on you or how you may interpret or use the Content or what actions you may take as a result of having been exposed to the Content.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANYKIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WeDidIt, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Electronic Communications Privacy Act Notice (18USC 2701-2711): WeDidIt MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. WeDidIt will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on WeDidIt’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
17. Limitation of Liability
IN NO EVENT SHALL WeDidIt, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.
19. Electronic Delivery/Notice Policy and Your Consent
By using the Services, you consent to receive from WeDidit all communications including notices, agreements, legally required disclosures or other information in connection with the Services (collectively, "Contract Notices") electronically. WeDidit may provide such electronic Contract Notices by posting them on the WeDidit Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the WeDidit Site and Services.
20. Governing Law
These Terms of Service (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that WeDidit (and all Services) is deemed a passive website that does not give rise to personal jurisdiction over WeDidit or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of New York. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in New York County in the State of New York and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.
21. Integration and Severability
23. Projects: Fundraising and Commerce
Wedid.it ("WeDidit") is a venue for fund-raising and commerce. WeDidit allows certain users ("Campaign Owners") to list campaigns and raise funds from other users ("Donors"). All funds are collected for Campaign Owners by WePay.com. WeDidit does not, at any time, receive or hold any monies intended for Campaign Owners. WePay’s TOS are available here . By backing a fundraising campaign on WeDidIt, you as the Donor accept that offer and the contract between Donor and Campaign Owner is formed. WeDidIt is not a party to that agreement between the Donor and Campaign Owner. All dealings are solely between Users.
By backing or creating a fundraising campaign on WeDidIt, you agree to be bound by this entire Agreement, including the following terms:
- Donors agree to provide their payment information at the time they pledge to a campaign. The payment will be collected at the time of donation in a traditional fundraising campaign or after the campaign deadline in an all or nothing campaign and only if the amount of money pledged as of the deadline is at least equal to the fundraising goal. The amount Donors pledge is the amount they will be charged.
- Donors consent to WeDidIt and its payments partners authorizing or reserving a charge on their payment card or other payment method for any amount up to the full pledge at any time between the pledge and collection of the funds.
- Donors agree to have sufficient funds or credit available at the campaign deadline to ensure that the pledge will be collectible.
- Donors may not cancel or reduce their pledge.
- The Estimated Delivery Date of each reward is not a promise to fulfill by that date, but is merely an estimate of when the Campaign Owner hopes to fulfill by.
- Campaign Owners agree to make a good faith attempt to fulfill each reward by its Estimated Delivery Date.
- For all campaigns, WeDidIt gives to the Campaign Owners each Donor’s User ID and pledge amount. For successful campaigns, WeDidIt additionally gives to the Campaign Owner each Donor’s name, email and shipping address, if provided.
- For some rewards, the Campaign Owner needs further information from Donor’s, such as a mailing address or t-shirt size, to enable the Campaign Owner to deliver the rewards. The Campaign Owner shall request the information directly from Donor at some point after the fundraising campaign is successful. To receive the reward, Donors agree to provide the requested information to the Campaign Owner within a reasonable amount of time.
- WeDidIt does not offer refunds. A Campaign Owner is not required to grant a Donors request for a refund unless the Campaign Owner is unable or unwilling to fulfill the reward.
- Campaign Owners are required to fulfill all rewards of their successful fundraising campaigns or refund any Donor whose reward they do not or cannot fulfill.
- Campaign Owners may cancel or refund a Donor’s pledge at any time and for any reason, and if they do so, are not required to fulfill the reward.
- Because of occasional failures of payments from Donor’s, WeDidIt cannot guarantee the receipt by Campaign Owners of the amount pledged minus fees.
- WeDidIt and its payments partners will remove their fees before transmitting proceeds of a campaign. Fees may vary depending on region and other factors.
- WeDidIt reserves the right to cancel a pledge at any time and for any reason.
- WeDidIt reserves the right to reject, cancel, interrupt, remove, or suspend a campaign at any time and for any reason.
- WeDidIt is not liable for any damages as a result of any of those actions. WeDidIt’s policy is not to comment on the reasons for any of those actions.
- Campaign Owners should not take any action in reliance on having their project posted on the Site or having any of the money pledged until they have the ability to withdraw and spend the money. There may be a delay between the end of a successful fundraising campaign and access to the funds.
24. Third-party Liability
WeDidIt is not liable for any damages or loss incurred related to rewards or any other use of the Service. WeDidIt is under no obligation to become involved in disputes between any Users, or between Users and any third party arising in connection with the use of the Service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties, or representations associated with campaigns on the Site. WeDidIt does not oversee the performance or punctuality of projects. The Company does not endorse any User Submissions. You release WeDidIt, its officers, employees, agents, and successors in rights from claims, damages, and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Service.
25. Fees and Payments
Joining WeDidIt is free. However, we do charge fees for certain services. When you use a service that has a fee you have an opportunity to review and accept the fees that you will be charged. Changes to fees are effective after we provide you with notice by posting the changes on the Site. You are responsible for paying all fees and taxes associated with your use of the Service.
Funds pledged by Donors are collected by WePay. WeDidIt is not responsible for the performance of WePay.
26. Tax Matters, Filings and Registrations
You acknowledge and agree that WeDidit is not providing you with representations or advice on any tax or state compliance, reporting, registration or filing obligations, including (without limitation) (i) any tax or reporting matters, such as the tax exempt status of a Campaign Owner or its obligations to report and file with any taxing authorities, (ii) any state or local filing and registration requirements that may apply to a Campaign Owner, such as its ability to conduct business, to fundraise and to solicit contributions. Each Campaign Owner is solely responsible for monitoring and maintaining its good standing and compliance with all applicable governmental agencies, including the Internal Revenue Service. Each Campaign Owner represents and warrants that it is currently in, and will maintain throughout the term of our relationship, full compliance with all rules and requirements imposed by federal and state law that apply to the activities contemplated by these terms of service, including (without limitation) tax reporting and filings, fundraising registrations and compliance, tax substantiation and disclosure requirements that relate to the anticipated contributions from Donors.
27. Additional Terms
- WEDIDIT does not expect to have a dispute with THE CLIENT about any of the terms of its service but recognizes that disputes do occur.
- WEDIDIT and THE CLIENT agree that New York State law shall be controlling for the purposes of dispute resolution. If a dispute does arise that results in legal action both parties agree that attorney fees will be awarded to the prevailing party.
- WEDIDIT will make every reasonable effort to make the platform constantly available, but cannot guarantee 100% uptime due to network issues or 3rd party systems failure.
- WEDIDIT will not share any emails list, specific donor info, or sensitive information related to or belonging to THE CLIENT with any outside parties.
- WEDIDIT makes every possible effort to ensure the continuity of its service and the availability of access to its site by clients and potential donors. However, WEDIDIT has no control over power or Internet interruptions and will promptly respond to any inquiry or issue regarding its service and will stay in contact with the client until the problem is resolved.
- WEDIDIT will screen its clients carefully to ensure that the community is protected from scams and less than reputable campaigns. That ensures that WEDIDIT can maintain its reputation as a valuable resource to clients and donors and that clients can also rely upon WEDIDIT to protect their reputation in the same way. WEDIDIT will immediately deny service to any client who, in the opinion of WEDIDIT, presents a risk to WEDIDIT or to WEDIDIT’s clients by reason of its business practices or its campaign.
- WEDIDIT will not share any emails list, specific donor info, or sensitive information related to or belonging to THE CLIENT with any outside parties.
Effective Date: January 1, 2017
© 2016 WeDidit, Inc.