Please read these Terms of Service carefully before using the Bellstrike website Service offered by Zekten, LLC. This Agreement sets forth the legally binding terms and conditions for use of the Service, the Site, and any other websites or services provided by Zekten to any Client Nonprofit or User.
Acceptance of Terms:
By using the Service in any manner, including but not limited to visiting or browsing the Site or any Client Website, each Nonprofit Client and User agrees to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink.
Modification of Terms of Service:
Zekten reserves the right, acting in its sole discretion, to modify or replace any of the Terms of Service, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending an e-mail to any Client Nonprofit or User. Zekten may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. Each Client Nonprofit and User is responsible to check these Terms of Service periodically for changes, and the continued use of the Service by any Client Nonprofit or User after the posting of any changes to the Terms of Service constitutes acceptance of those changes.
The following capitalized terms, when used in this Agreement, have the following meanings:
- "Agreement" or "Terms of Service" means this document, titled "Terms of Service."
- "Client Nonprofit" means any Nonprofit that has accepted these Terms of Service for the purpose of using the Service to maintain a Client Website through which contributions and/or other payments to the Nonprofit may be made.
- "Client Representative" means any person accessing a Client Website in order to change the content of the Client Website, but only to the extent authorized to do so by the Nonprofit Client maintaining that Client Website.
- "Client Website" means a website located as a subdomain of www.bellstrike.com and maintained by a Client Nonprofit.
- "Confidential Information" means any information designated as confidential at the time it is disclosed by one party ("the Owner") to another ("the Non-Owner"), and any other information that a reasonable person engaged in the business conducted by the Non-Owner would consider confidential. However, information will not be considered Confidential Information if (i) it is available to the public, (ii) it was rightfully received by the Non-Owner from a third party who received it without being in breach of any obligation of confidentiality to the Owner, (iii) it was independently developed by the Non-Owner without use of Confidential Information; (iv) it was known to the Non-Owner at the time it was disclosed (other than under a separate confidentiality obligation).
- "Content" means all information, including, but not limited to, text, graphics, pictures, videos, links, addresses, data, functionality and other material that is posted on any Client Website.
- "Donor" means any User who attempts to make, makes, or has made (as appropriate) a contribution to a Client Nonprofit through a Client Website.
- "Donor Personal Information" means any personal information (including but not limited to, name, street or mailing address, telephone number, e-mail address, WePay information and related information) that a Client Nonprofit requires a User to provide in order to become a Donor, or to otherwise receive information or other benefits from the Client Nonprofit.
- "Nonprofit" means any nonprofit corporation, limited liability company, trust, or unincorporated association that
- (a) Is duly organized under the law of a state or the District of Columbia;
- (b) Satisfies at least one of the following four items:
- (1) It has been recognized by the Internal Revenue Service ("IRS") as exempt from federal income tax under 501(c)(3) of the Internal Revenue Code of 1986 ("501(c)(3)");
- (2) It is a church, convention or association of churches, or integrated auxiliary of a church that is exempt from federal income tax under 501(c)(3), but is not required to file an application (IRS Form 1023);
- (3) It qualifies for exemption under 501(c)(3), has filed IRS Form 1023, and is awaiting receipt of a favorable determination letter from the IRS; or
- (4) It was organized less than 27 months before accepting these Terms of Service, qualifies for exemption under 501(c)(3), and will file Form 1023 not later than the last day of the 27th month after the month in which it was organized; and
- (c) Is properly registered, or is exempt from registration, in all states in which it is soliciting (other than by a website) and that require charities to register before soliciting contributions in the state.
- For purposes of these Terms of Service, a "church" includes a temple, synagogue, mosque or other entity that is treated as a church for purposes of 170(b)(1)(A)(i) and 6033(a)(3)(A)(i) of the Internal Revenue Code of 1986.
- "Service" means the hosting and maintenance of websites for Client Nonprofits and making them available to Users. Service includes enabling each Client Nonprofit to maintain and change its Client Website.
- "Service Software" means any and all software used in developing, maintaining, and operating the Service.
- "Site" means the website located at www.bellstrike.com, including but not limited to, all Client Websites.
- "User" means any individual who uses the Service or accesses a Client Website other than as a Client Representative.
- "User Submission" means any Content added to, created on, uploaded to, or transmitted to any Client Website by a User.
- "Zekten" means Zekten, LLC, a limited liability company organized under the laws of the State of South Carolina.
Description of Service:
Zekten provides the Service to Client Nonprofits and Users. Zekten will host the Service and may update the content, functionality, and interfaces of the Service from time to time. Unless explicitly stated otherwise, any new features that augment or enhance the Service will be subject to these Terms of Service and such other policies that accompany the new features.
Right to Use the Service:
Each Client Nonprofit and User acknowledges and agrees that the Service contains proprietary and confidential information that is owned by Zekten or its licensors, and the ownership and use of such information is protected by law. Subject to these Terms of Service, Zekten grants each Client Nonprofit and User a non-exclusive, non-transferable, and terminable license to use the Service. Each such license is provided on the condition that the Client Nonprofit or User agrees that it, he, or she will not (and will not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, decompile, publicly display, publicly sell, lease, or transfer the Service Software or any part thereof, or likewise attempt to discover any source code, modify the Service in any manner or form, or use unauthorized modified versions of the Service, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Service. Each Client Nonprofit and User agrees not to access the Service by any means other than the interfaces that Zekten provides. Each Client Nonprofit is prohibited from sublicensing the use of the Service to any third party or permitting any other person to use the Service to use its Client Website as if the other person had its own Client Website. Zekten does not guarantee the accuracy, integrity or the usefulness of the Content or functionality available via the Service.
Each Client Nonprofit understands and agrees that all Content that it transmits, or allows any third party or User to transmit, is its responsibility, and not that of Zekten. Zekten does not control a Content posted by any User or Client Nonprofit, nor does Zekten have any obligation to review, refuse, or remove any Content. However, Zekten reserves the right to remove any Content at any time. Circumstances under which Zekten may remove Content include, but are not limited to, violation of the terms of this Agreement, abuse of the Service, notification of possible infringement of another's rights, privacy concerns, compliance with laws, and providing assistance to law enforcement authorities. Additionally, Zekten does not guarantee the accuracy, integrity, or the usefulness of any Content.
Modification or Suspension of Service:
Each Client Nonprofit and User understands and agrees that Zekten reserves the right to modify, suspend, or discontinue any part or all of the Service at anytime without notice to You and that Zekten will not be liable to any person for doing so. Said modification may include changes in the design of Client Websites and Zekten produced content therein. Additionally, each Client Nonprofit and User understands and agrees that Zekten may, without notice to anyone, access, preserve, and disclose Content if required to do so by law, or if, in its reasonable judgment, such action is reasonably necessary to (a) comply with a request for assistance with the Service by a Client Nonprofit; (b) comply with legal process; or (c) address claims from third parties that any Content violates their rights.
Content and Obligations:
Each Client Nonprofit agrees to provide accurate, current, and complete Content on its Client Website and to use commercially reasonable efforts to maintain and promptly update the Content to keep it accurate, current, and complete. Each Client Nonprofit also agrees that if its Content is intentionally and materially inaccurate, not current, or incomplete, or if Zekten has reason to believe that such information is materially untrue, inaccurate, not current or incomplete, Zekten has the right to suspend or terminate the Client Nonprofit's use of the Service or any portion thereof.
ZEKTEN DISCLAIMS ANY WARRANTY REGARDING THE ACCURACY OR TIMELINESS OF THE CONTENT POSTED ON ANY CLIENT WEBSITE. ALL CONTENT IS THE SOLE RESPONSIBLITY OF THE CLIENT NONPROFIT THAT MAINTAINS THE CLIENT WEBSITE.
Each Client Nonprofit understands and agrees that, during the term of this Agreement, it may disclose to Zekten, and Zekten may disclose to the Client Nonprofit, certain Confidential Information. Confidential Information will remain the sole and exclusive property of the Owner, and may not be disclosed to any third party, or used for any purpose other than maintaining and operating the Service, the Site, or the Client Website without the prior written consent of the Owner. Each party agrees to protect the other's confidential information in the same manner it protects the confidentiality of similar information and data of its own, and each party agrees to, at all times, exercise no less than a reasonable degree of care to protect the confidentiality of Confidential Information. However, any party may disclose Confidential Information to the extent required to comply with applicable law, court order, or lawfully issued subpoena, provided the other party is given reasonable notice of the same to enable it to contest the disclosure requirement.
Rules and Conduct:
As a condition of use, each Client Nonprofit and User promises not to use the Service for any purpose that is prohibited by these Terms of Service, and agrees to be responsible for all of its, his, or her activity while accessing the Site or any Client Website.
By way of example, and not as a limitation, each Client Nonprofit and User agrees not (and/or shall not permit any third party) to either (a)take any action or (b)upload, download, post, submit, or otherwise distribute or facilitate distribution of any content on or through the Service, the Site, or any client Website, including without limitation, any Content or User Submission that:
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
- the Client Nonprofit or User knows is false, misleading, untruthful or inaccurate;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
- involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes, without Zekten's prior written consent; or
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Zekten or any third party;
- impersonates any person or entity, including any employee or representative of Zekten.
Additionally, each Client Nonprofit and User agrees that is, he, or she will not: (i) take any action that imposes or may impose (as determined by Zekten in its sole discretion) an unreasonable or disproportionately large load on Zekten's (or its third party providers') infrastructure or the Service Software; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted using the Service; (iii) bypass any measures Zekten may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site or any Client Website; (vi) disable or remove any of the donation features or design on the Service or disable or remove any of the footer features or design on the Service.
Each Client Nonpropfit and User also agrees that it, he, or she shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service Software, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service Software, or (iii) rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder, and that it, he, or she will, in the course of using the Service, abide by all applicable local, state, national and international laws and regulations.
Donor Personal Information – Donors:
As a condition of using certain features of the Service, Donors may be required to provide Donor Personal Information to a Client Nonprofit as a condition of using various aspects of the Service, e.g., to make a contribution or sign up for e-mail newsletters. As a condition to each such Client Nonprofit's right to receive Donor Personal Information, Zekten requires each Client Nonprofit to agree to the terms set forth in the next section of this Agreement. However, each User acknowledges that Zekten has no control over the use of the Donor Personal Information by any Client Nonprofit, and you further acknowledge and agree that Zekten shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of Donor Personal Information by any Client Nonprofit.
Donor Personal Information – Client Nonprofits:
In connection with certain features of the Service, Client Nonprofits may collect Donor Personal Information. As a condition of receiving Donor Personal Information, each Client Nonprofit acknowledges and agrees that it will not disclose, rent, or sell any Donor Personal Information to any third party, and that it will use Donor Personal Information obtained using the Service only to communicate with Users who have provided that information, and for other related organizational purposes, e.g., donor analysis. Each Client Nonprofit also agrees that any e-mail sent to its mailing list that includes e-mail addresses provided through the Service by a User will include a functioning mechanism by which the recipient can unsubscribe from the mailing list, along with clear instructions on how to do so.
Nonprofits and Users may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, Users may be required to register with Zekten and select a password, screen name ("User ID,"), or other information. Similarly, to establish a Client Website, Client Nonprofits are required to provide a subdomain name. Each User and Client Nonprofit agrees to provide Zekten with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Service, which may result in immediate termination of its Zekten account. No person shall (i) select or use as a User ID or domain a name of another person or nonprofit organization with the intent to impersonate that person; (ii) use as a User ID or domain a name subject to any rights of another person without appropriate authorization; or (iii) use as a User ID or subdomain a name that is otherwise offensive, vulgar, or obscene. Zekten reserves the right, acting in its sole discretion, to refuse registration of, or cancel, a User ID or subdomain name. Each User and Client Nonprofit is solely responsible for activity that occurs on his, her, or its account, and shall be responsible for maintaining the confidentiality of his, her, or its Zekten password. No User or Client Nonprofit may use the account of another User or Client Nonprofit without the express written permission of the other person. Each User and Client Nonprofit will immediately notify Zekten in writing of any unauthorized use of his, her, or its account, or other account-related security breach of which he, she, or it becomes aware.
Third Party Sites:
The Service may permit a User or Client Nonprofit to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site or to Client Websites. When any User or Client Nonprofit accesses any third party website, he, she, or it does so at his, her, or its own risk and Zekten will not be responsible for any damage incurred by any party on account of linking to or accessing any third-party site. Any such website is not under Zekten's control, and each User and Client Nonprofit acknowledges that Zekten is not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Zekten or any association with its operators. Each User and Client Nonprofit further acknowledges and agrees that Zekten shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by or in connection with the use of or reliance on any content, goods, or services available on or through any such website or resource.
Intellectual Property Rights – Users:
The Service enables Users transmit User Submissions. By transmitting a User Submission to the Site or any Client Website, or otherwise through the Service, each User:
- Acknowledges that he or she is publishing that User Submission, and may be identified publicly, in association with any such User Submission, by his or her User ID;
- Grants Zekten a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submission in connection with the Site, any Client Website, the Service, and Zekten's (and its successors' and assigns') business, including without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites);
- Grants each User of the Site, any Client Website, and/or the Service a non-exclusive license to access the User Submission through the Site and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform the User Submission solely for personal, non-commercial use. For clarity, unless otherwise agreed in writing the foregoing license grant to Zekten does not affect other ownership or license rights in the User Submission, including the right to grant additional licenses to the material in the User Submission.
- Represents and warrants, and can demonstrate to Zekten's full satisfaction upon request, that he or she: (i) owns or otherwise controls all rights to all content in the User Submission, or that the content in such User Submission is in the public domain, (ii) has full authority to act on behalf of any and all owners of any right, title or interest in and to any content in the User Submission to use such content as contemplated by these Terms of Service and to grant the license rights set forth above, (iii) has the permission to use the name and likeness of each identifiable individual person and to use such individual's identifying or personal information as contemplated by these Terms of Service; and (iv) is authorized to grant all of the aforementioned rights to the User Submission to Zekten and all Users of the Service;
- Represents and warrants that the use or other exploitation of the User Submission by Zekten and use or other exploitation by Users of the Site and Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights;
- Understands and agrees that Zekten shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted; and
- Agrees to pay all royalties and other amounts owed to any person or entity due to the transmission of any User Submission to the Site or any Client Website.
All information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated, and Zekten will not be liable for any errors or omissions in any content, or for any content that may constitute slander, libel, invasion of privacy, disclosure of private facts, or any other tort or breach of contract.
Zekten cannot guarantee the identity of any other Users with whom a User or Client Nonprofit may interact in the course of using the Service.
Zekten does not endorse and has no control over any User Submission. Zekten cannot guarantee the authenticity of any data that Users may provide about themselves. Each Client Nonprofit and User acknowledges and agrees that all Content accessed by it, him, or her using the Service is at the risk or the Client Nonprofit or User, and it, he, or she will be solely responsible for any damage or loss to any person resulting therefrom.
Intellectual Property Rights – Nonprofits:
The Service provides each Client Nonprofit with the ability upload its Content to the Site. Zekten will not have any ownership rights in the Content of any Client Nonprofit. However, to enable Zekten to provide the Service without violating the rights of Client Nonprofits, each Client Nonprofit grants to Zekten the worldwide, non-exclusive, royalty-free, right to (and to allow others acting on its behalf to) (i) use, host, display, and otherwise provide the Service on its behalf (e.g., use, host, stream, transmit, playback, transcode, copy, display, feature, market, distribute and otherwise exploit ("Host") the Content (including all associated copyrightable works or metadata, including without limitation artwork, photographs, graphics, and descriptive text in connection with the Service). To enable Zekten to Host its Content pursuant to the above provisions, each Client Nonprofit hereby grants to Zekten the worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, reproduce, copy, and display its trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the "Trademarks") solely in connection with the Service. By uploading any Content to the Site: you represent and warrant, and can demonstrate to Zekten's full satisfaction upon request, that (i) you own or otherwise control all rights to all content in such Content, or that the Content is in the public domain, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any Content, (iii) you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Content, and to use such individual's identifying or personal information (to the extent such information is used or contained in the Content) as contemplated by these Terms of Service, and (iv) you are authorized to grant all of the aforementioned rights to the Content to Zekten and all users of the Service. You represent and warrant that the use or other exploitation of such Content by Zekten and/or by Users of the Site as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
Access and Security:
Each User and Client Nonprofit is responsible for: (i) any act or omission by him, her, or it relating to access to and use of the Service; and (ii) implementing security and other policies and procedures necessary to limit access to the Service, including, but not limited to, the maintenance of the confidentiality of all usernames and passwords provided by Zekten or created as part of the Service. Each User and Client Nonprofit agrees to immediately notify Zekten, at the e-mail address provided on the Site, of any attempted or actual unauthorized access or use of the Service and/or any other breaches of security.
Each User and Client Nonprofit:
- Acknowledges and agrees that Zekten will not be liable, directly or indirectly, for any acts or omissions (other than by Zekten), including any damages of any kind incurred as a result of such acts or omissions, and that the technical processing and transmission of electronic communications by User and Client Nonprofits is necessary to use the Service;
- Consents to Zekten's interception and storage of electronic communications and/or Content;
- Acknowledges that his, her, or its electronic communications will be transmitted over the Internet, and over various networks, only part of which may be owned and/or operated by Zekten;
- Acknowledges that changes to electronic communications may occur in order to conform and adapt such data to the technical requirements of connecting networks and devices;
- Acknowledges that electronic communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic facilities; and
- Agrees that Zekten is not responsible for any electronic communications and/or data which are lost, altered, intercepted, or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by Zekten, or for any damages, including consequential damages, that may occur on account of such loss, alteration, interception, or storage.
Services Provided by Client Nonprofits:
The Service enables Client Nonprofits to promote their programs and collect contributions, and it enables Users to make donations to, and raise awareness of, participating Client Nonprofits. However, use of the Service is available to virtually any organization that is exempt from federal income tax under 501(c)(3) of the Internal Revenue Code. ZEKTEN DOES NOT HAVE THE RESOURCES TO, AND DOES NOT INDEPENDENTLY VERIFY THE EFFECTIVENESS OR EFFICIENCY OF, OR THE VALUE OF THE SERVICES PROVIDED BY, AND CLIENT NONPROFIT, AND SO MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND REGARDING SUCH MATTERS. Zekten encourages each User to perform his or her own independent due diligence before donating to, or raising funds on behalf of, any Client Nonprofit. Zekten encourages any User who discovers a problem with a Client Nonprofit to provide such information to Zekten, using the e-mail address provided on the Site. However, Zekten does not warrant or represent that it will take any action, or any particular action, e.g., removal of a Client Nonprofit or the Client Website from the Site.
Use of Contributions:
Each Client Nonprofit represents that all contributions received by it in response through the Service shall be used to accomplish its charitable purposes (including reasonable costs of fundraising and management, and the fees payable under this Agreement), and for no other purpose.
No Warranty of Deductibility of Contributions:
The deductibility of payments to certain organizations as "charitable contributions" for purposes of federal income, estate, and gift taxes is governed by 170, 2055, and 2522 of the Internal Revenue Code, respectively. Although Zekten may characterize certain transactions as "contributions," and a Donor may receive a receipt from a Client Nonprofit, either through the Service or separately, Zekten makes no representations or warranties as to whether any payment made by a User or Donor to a Client Nonprofit using the Service and/or Client Website is deductible for federal income, estate, or gift tax purposes, and its characterization should not be relied upon as legal advice. Always consult a qualified tax lawyer, accountant, or return preparer before determining whether, or to what extent, a particular payment may be deductible as a charitable contribution for federal income, estate, or gift tax purposes.
No Warranty of Accuracy of Donation Information
As part of a User's profile, the User may be able to track all charitable donations made by the User through Zekten's Services. Zekten cannot guarantee the accuracy of the amounts reflected in the User's profile. It is imperative that the User maintain independent records of all charitable donations made by the User through the Service, e.g., by printing out and saving confirmations of each donation at the time of the donation, or by maintaining bank, credit card, WePay, or other records. The User is not entitled to rely upon the donation information provided in the User's profile for any purpose, including for substantiating deductions claimed for charitable contributions. The User assumes sole responsibility for any adverse consequences that may result from User's reliance on the amounts reflected in the User's profile for purposes of claiming any deduction for federal tax purposes.
Unless otherwise noted, Client Nonprofit represents that all amounts displayed in a "gift catalog" (e.g., a transaction in which the Client Nonprofit represents that a gift of $x will enable it to provide a chicken to a poor family in Africa) on the Client Website is reasonably equal to the average expense (including management expenses) allocable to the program under Generally Accepted Accounting Principles) that the Client Nonprofit incurs to purchase and/or deliver the product or service to the beneficiaries, based on the size and scope of the actual program it is conducting. User and Client Nonprofit agree that all gift catalog items, needs, descriptions, titles, amounts and donations are symbolic and Zekten will not be held liable for their use.
Zekten, at its discretion, may run grant contests for Client Nonprofits from time to time. Zekten reserves the right at any time to change the timeframe of these contests, the dollar amounts given, the rules of the contests, the distribution of the funds, and any other element of the contest that it deems appropriate. As of the writing of these Terms of Service, the grants will be distributed as follows: Over a specified period of time, Zekten will calculate the number of times that Donors share their gifts through Facebook, Twitter, and by e-mail. Donors will be prompted to share their gifts after they have completed the donation process. Donors will be limited to sharing once per method per donation. For each "share," the Client Nonprofit's name will be entered into a drawing to receive a grant or grants during that time period. As such, a higher number of shares increases the Client Nonprofit's chances of receiving a grant. Zekten will randomly draw from the pool of "Shares" made by donors on behalf of the Client Nonprofits. The selected Client Nonprofit(s) will receive the grant(s.) After each drawing, all "Shares" are eliminated and the contest begins from scratch. There is no limit to the number of times that a Client Nonprofit can win the grant contest.
Donation Transaction Fees:
As the sole consideration for Zekten's provision of the Service, each Client Nonprofit agrees to pay Zekten a transaction fee of 6% for each donation made to the Client Nonprofit using the Service. Zekten agrees to limit its total monthly charges for each Client Nonprofit to $80.00 per month. After said $80.00 limit is met, Client Nonprofit will only be charged transaction fees due to WePay Inc. Client Nonprofit agrees to pay a transaction fee of 3.5% (with a minimum of $.50 per transaction) to WePay Inc, the service provider Zekten uses to transact donations on the Service. Client Nonprofit understands and agrees that WePay Inc may alter their transaction fees at any point and such alterations are beyond the control of Zekten. Zekten reserves the right to bundle WePay's fees within its fees for purposes of reporting and analytics.
Without limiting any other remedies, Zekten may in its sole discretion, without notice, and without refunding any fees, delay or immediately remove Content, warn User's and Client Nonprofits of a User's actions, issue a warning to a User, temporarily suspend a User, temporarily or indefinitely suspend a User's account privileges, terminate a User's account, prohibit access to the Site, and take technical and legal steps to keep a User off the Site and refuse to provide the Service to a User or Client Nonprofit if Zekten (i) has reason to believe that a User has breached this Agreement or other policy documents and community guidelines incorporated herein; (ii) is unable to verify or authenticate any User Submission or Content; or (iii) has reason to believe that a User has used the Service to engage in illegal, improper, or fraudulent activity, or has used the Service in an manner that may result in legal liability or financial loss for Zekten, any other User, or any Client Nonprofit.
ZEKTEN AND ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS PROVIDE THE SITE AND THE SERVICE "AS IS," AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR STATUTORY. ZEKTEN'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM ZEKTEN SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVE YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
IN NO EVENT SHALL ZEKTEN, AND (AS APPLICABLE) ZEKTEN'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF ANY CLIENT NONPROFIT OR USER IN CONNECTION WITH THE USE OF THE SITE, ANY CLIENT WEBSITE, THE SERVICE, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. ZEKTEN'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF ZEKTEN'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO ANY USER, CLIENT NONPROFIT, OR THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF FEES PAID BY THE CLAIMANT TO ZEKTEN IN THE 12 MONTHS PRIOR TO THE ACT GIVING RISE TO LIABILITY, OR (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Each User and Client Nonprofit agrees to indemnify and hold Zekten and (as applicable) Zekten's parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of his, her, or its breach of this Agreement (including any documents it incorporates by reference) or your violation of any law or the rights of a third party.
Zekten does not guarantee continuous, uninterrupted access to the Site, and operation of the Site and/or any Client Website may be interfered with by numerous factors outside Zekten's control.
If any provision of this Agreement is held unenforceable, then such provision will be disregarded, and all remaining provisions of this Agreement shall remain in full force and effect.
Each Client and User agrees that, as to it, he, or she, Zekten is an independent contractor, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended to be created by this Agreement.
Choice of Law and Venue:
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of South Carolina, excluding its conflicts of laws rules, and the United States of America. Any lawsuit or other action to resolve any dispute arising in connection with or on account of any breach or alleged breach of this Agreement shall be brought in a state or federal count in the State of South Carolina having jurisdiction and venue over the action. For this purpose, each User and Client Nonprofit waives any objection or defense based on lack of personal jurisdiction.
We welcome your questions, comments and requests for additional information regarding this Terms of Service agreement.