Acceptance of Terms
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
Rules and Conduct
By way of example, and not as a limitation, you shall not (and 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, including without limitation any 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;
- you know 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 unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters;
- 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 Company or any third party; or
- impersonates any person or entity, including any employee or representative of Company.
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Company 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.
You 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, 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, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
Opportunities: Fund-Raising and Commerce
FundStLouis.org (“Fund St. Louis”) is a venue for fund-raising and commerce. Fund St. Louis allows certain users (“Opportunity Creators”) to list business ideas and projects and raise funds from other users (“Funders”). All funds are collected for Opportunity Creators by Fund St. Louis through the Funder accounts.
Fund St. Louis shall not be liable for your interactions with any organizations and/or individuals found on or through the Fund St. Louis service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with listings on Fund St. Louis. Fund St. Louis does not oversee the performance or punctuality of projects. Fund St. Louis is not responsible for any damage or loss incurred as a result of any such dealings. All dealings are solely between you and such organizations and/or individuals. Fund St. Louis is under no obligation to become involved in disputes between Funders and Opportunity Creators, or between site members and any third party. In the event of a dispute, you release Fund St. Louis, 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 our service.
Though Fund St. Louis cannot be held liable for the actions of an Opportunity Creator, Opportunity Creators are nevertheless wholly responsible for fulfilling obligations both implied and stated in any listing they create. Fund St. Louis reserves the right to cancel an opportunity listing and refund all associated members’ payments at any time for any reason. Fund St. Louis reserves the right to remove an opportunity listing from public listings for any reason.
Opportunity Creators may initiate refunds at their own discretion. Fund St. Louis is not responsible for issuing refunds for funds that have been collected by Opportunity Creators.
Fund St. Louis reserves the right to cancel, interrupt or suspend a listing at any time for any reason.
Fees and Payments
Joining Fund St. Louis 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, which we may change from time to time. Changes to that Policy are effective after we provide you with notice by posting the changes on the Sites. We may choose to temporarily change the fees for our services for promotional events (for example, matching funds or bonus funds) or new services, and such changes are effective when we post the temporary promotional event or new service on the Sites.
Third Party Site
The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Company’s control, and you acknowledge that Company 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 Company or any association with its operators. You further acknowledge and agree that Company 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 or reliance on any such Content, goods or services available on or through any such website or resource.
Content and License
You agree that the Service contains Content specifically provided by Company 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.
Company grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Content’s copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
License Restrictions. Unless otherwise authorized, User shall not:
- Sublicense to, transfer, network, transmit, distribute, or permit use of the Service by, any third party;
- Reverse engineer, decompile, or disassemble any aspect of the Service including setting up competing networks such as shadow servers, gray shards, or pirate servers;
- Transmit or communicate any data that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
- Harm minors in any way;
- Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other users;
- Transmit, access or communicate any data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
- Transmit, access, or communicate any data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- Transmit or communicate any data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
- Interfere with or disrupt the Service;
- Intentionally or unintentionally violate any applicable local, state, national or international law, including securities exchange and any regulations requirements, procedures or policies in force from time to time relating to the Service;
- Monitor traffic or make search requests in order to accumulate information about individual users;
- Stalk or otherwise harass another person;
- Modify, delete or damage any information contained on the personal computer of any other user;
- Unless otherwise approved by Fund St. Louis , upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- Use the Service in any way related to gambling or illegal lotteries or illegal sweepstakes;
- Harm the Service including using any program or other mechanism to slow or “crash” the network including monitoring activity, packet sniffing, or modifying the data stream;
- Engage in any activity or install any software application to facilitate activity considered cheating, including botting, other automated play, or hacking to gain an advantage over other users as judged by Fund St. Louis : or
- Allow usage by others in such a way as to violate this Agreement;
Third Party Intellectual Property — Copyright Notifications
Fund St. Louis respects the intellectual property of others, and we ask our users to do the same. Fund St. Louis may, in appropriate circumstances and at its discretion, terminate the accounts of users who infringe the intellectual property rights of others. Fund St. Louis will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that content infringes copyright.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Fund St. Louis with a written notification containing at least the following information (please confirm these requirements with your legal counsel, or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Fund St. Louis Site, sufficient for Fund St. Louis to locate the material;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
If you believe that your work has been removed or disabled by mistake or misidentification, please provide Fund St. Louis with a written counter-notification containing at least the following information (please confirm these requirements with your legal counsel or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
- a physical or electronic signature of the subscriber/user of the Services;
- identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- the subscriber’s name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
You acknowledge that if you fail to comply with all of the aforementioned notice requirements, your notification or counter-notification may not be valid and that Fund St. Louis may ignore such incomplete or inaccurate notices without liability of any kind.
Under Section 512(f) of the Copyright Act, 17 U.S.C. §512(f), any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
Intellectual Property Rights — Opportunity Creators
The Service provides you with the ability upload your content to the Site. Company will not have any ownership rights in your content, however, Company needs the following license to perform the Service. You hereby grant to Company the worldwide, non-exclusive, royalty-free, right to (and to allow others acting on its behalf to) (i) use, host, display, and otherwise perform the Service on your behalf (e.g., use, host, stream, transmit, playback, transcode, copy, display, feature, market, sell, distribute and otherwise exploit (“Host”) the content, along with all associated copyrightable works or metadata, including without limitation photographs, graphics, and descriptive text (“Artworks”) in connection with the Service); (ii) (and to allow other users to) stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the content and Artworks; and (iii) use and publish, and to permit others to use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision of the Service.
To enable Company to Host your content pursuant to the above provisions, you hereby grant to Company the worldwide, non-exclusive, perpetual, royalty-free, sublicensable and transferable right to use, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Service.
Intellectual Property Rights — Users
The Service may provide users with the ability to add, create, upload, submit, distribute, collect, or post (“Submitting” or “Submission”) content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the “User Submissions”). By Submitting User Submissions on the Site or otherwise through the Service, you:
- acknowledge that by Submitting any User Submission to the Site, you are publishing that User Submission, and that you may be identified publicly by your User ID in association with any such User Submission;
- by Submitting any User Submissions through the Site or the Service, you hereby do and shall grant Company 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 Submissions in connection with the Site, the Service and Company’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). You also hereby do and shall grant each user of the Site and/or the Service a non-exclusive license to access your User Submissions through the Site and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use. For clarity, the foregoing license grant to Company does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
- you agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Service;
- that the use or other exploitation of such User Submissions by Company 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; and
- understand that Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content; and that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.
Company does not endorse and has no control over any User Submission. Company cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
If you have an active Fund St. Louis account you may participate in our Funding Seeds service offering. Funding Seeds (“Funding Seeds”) is an online redeemable point system, with no cash value, that can be used to fund certain opportunities offered through Fund St. Louis. Funding Seeds can be acquired, used and redeemed in a variety of ways. For example, you may have the opportunity to acquire Funding Seeds by participating in and/or by completing certain tasks or objectives as part of the Service. We may also offer Funding Seeds to you for free through one of our promotional campaigns. In addition, we currently offer Funding Seeds to you for sale. Funding Seeds are sold in bundles and the price may vary at our discretion and depending on the amount you purchase.
Fund St. Louis may from time to time limit the amount of Funding Seeds you may obtain in your account balance at any one time or in the aggregate. Fund St. Louis will notify you if you reach such limit. You are solely responsible for any tax consequences that may result from your acquisition, use or redemption of Funding Seeds.
- License to use Funding Seeds. No matter how you obtain Funding Seeds, you acknowledge and agree that such Funding Seeds solely represents a limited license right to a virtual good which is governed by the terms of this Agreement, and except as provided and intended as part of the Service, such Funding Seeds are non-transferable to another person.
- We reserve the right from time to time limit the amount of Funding Seeds you may redeem or purchase at any one time or during a certain period. We will notify you if you reach such limits. Once you redeem your Funding Seeds, the amount redeemed will be deducted from your balance. We will not reinstate any deducted Funding Seeds except in limited circumstances at our sole and absolute discretion after investigation.
- Corrections. You are solely responsible for verifying that the proper amount of Funding Seeds has been added to or deducted from your Fund St. Louis account. You can view your Funding Seeds balance from within while participating in the Services that accept Funding Seeds for payment. If you believe that a mistake has been made with respect to your Funding Seeds balance, please contact us immediately so that we can investigate the matter. Note that Fund St. Louis may require additional information and/or documentation to verify your claim. Fund St. Louis will let you know the results of our investigation, however, you acknowledge and agree that we have sole and absolute discretion in determining whether or not your claim is valid and if so the appropriate remedy.
- Fund St. Louis may grant refunds on unused Funding Seeds balances if you request it. This refund may have certain fees deducted to cover the transaction costs of the refund. No refund is granted for any projects funded in Funding Seeds.
- If your account is inactive for a year, Fund St. Louis may deduct a portion of any unused Funding Seeds balance up to 100% of that unused balance to fund projects as part of the Service at its discretion.
- Improper Usage of Funding Seeds. We reserve the right to reduce, liquidate, deactivate, suspend or terminate your Funding Seeds or access thereto if we terminate the Service or if we suspect, after investigation, that you have misused the Funding Seeds service, violated the terms of this Agreement, or have otherwise used the Funding Seeds service to conduct any fraudulent or illegal activity.
- In the event that Fund St. Louis suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused Funding Seeds on the account, any license or fees, any content or data associated with your account, or for anything else. Fund St. Louis has the right at any time for any breach of this agreement or general suspension or termination of the Service, to suspend or terminate your account, terminate this Agreement, and/or refuse any and all current or future use of the Service without notice or liability to you. In the event that Fund St. Louis suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused Funding Seeds or other credits on the account, any license or fees, any content or data associated with your account, or for anything else.
- In the event an account is suspended or terminated for your breach of this Agreement (in each case as determined in Fund St. Louis’s sole discretion), Fund St. Louis may suspend or terminate the account associated with such breach and any or all other accounts held by you or your affiliates, and your breach shall be deemed to apply to all such accounts.
- YOU UNDERSTAND AND AGREE THAT ANY ATTEMPT TO MAKE ANY CHARGE BACK OR OTHERWISE RECLAIM OR OBTAIN A REFUND OF OR A CREDIT AGAINST ANY FEES PAID FOR THE SERVICE WITHOUT FIRST HAVING OBTAINED FUND ST. LOUIS PRIOR WRITTEN CONSENT TO SUCH REFUND SHALL ENTITLE FUND ST. LOUIS TO DEACTIVATE YOUR ACCOUNT UNLESS AND/OR UNTIL SUCH TIME AS THE FEES ARE REPAID OR A CREDIT OR REFUND IS AGREED WITH FUND ST. LOUIS. DEACTIVATION WILL INCLUDE, NOT ONLY THE FUNDING SEEDS BALANCE, BUT ALSO ALL ACCESS TO THE SERVICE INCLUDING PREVIOUSLY PURCHASED ADDITIONAL FEATURES AND/OR THE FREE ASPECTS OF FUND ST. LOUIS.
Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any Content contained in or accessed through the Site, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, 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. COMPANY, 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): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. Company 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 Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
Limitation of Liability
IN NO EVENT SHALL COMPANY, 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.
Electronic Delivery/Notice Policy and Your Consent
By using the Services, you consent to receive from Fund St. Louis all communications including notices, agreements, legally required disclosures or other information in connection with the Services (collectively, “Contract Notices”) electronically. Fund St. Louis may provide such electronic Contract Notices by posting them on the Fund St. Louis Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Fund St. Louis Site and Services.
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 Missouri, 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 the company (and all Services) is deemed a passive website that does not give rise to personal jurisdiction over Fund St. Louis 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 Missouri. 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 St. Louis County in the State of Missouri 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.
Integration and Severability
Effective Date: April 15, 2011