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OVERVIEW
Welcome to SmartChange, and thank you for joining our community. This platform and related services and web sites, as well as all products and services owned and operated by SmartChange or any of its affiliated companies (our “Services”), are here to help you support the people and causes you believe in.When you use SmartChange, you enter into a legal agreement. This Terms of Service agreement (the “Agreement” or “Terms”) is between you and Level Wins, LLC, its service SmartChange, and its affiliated companies (collectively, “SmartChange,” “SmartChange” “we,” “us,” or “our”), and sets forth the legally binding terms for your access and use of the Services and any text, documents, graphics, photos, or other materials downloaded from or appearing on the Services (the “Content”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted in or on the Services in connection with such features.
All such additional terms, guidelines, and rules are incorporated by reference into this Agreement. If there is a conflict between additional terms, guidelines, or rules, and these terms, the additional terms, guidelines, and rules will control.We reserve the right in our sole and absolute discretion to make changes to how we operate and provide our Services, including adding new services, modifying existing services, or suspending, discounting, or terminating your access to any or all portions of our Services. Among other Services, SmartChange creates the opportunity for a duly formed ballot question committee, a duly formed campaign committee, a political candidate, a duly formed political action committee, a state political party or affiliate, a trade association, a union, or others as determined by us to raise funds for their cause through our platform and thereby become a “Fundraiser,” for the purposes of this Agreement. Among other Services, SmartChange also creates the opportunity for United States citizens to make donations to a Fundraiser and thereby become a “Donor,” for the purposes of this Agreement.
Each time that you access or use the Services, you signify that you have read, understand, and agree to be bound by these Terms, as well as our Privacy Policy, which is also incorporated by reference here. When services from other web sites, applications, or both are made available through the Services, you agree to be legally bound by the terms and conditions and privacy policies of those other web sites and applications.Please take the time to read the Terms of Service agreement that you’re entering into, and pay special attention to our dispute resolution policy in Section 9.10, which requires negotiation, binding arbitration, and a class action waiver. These Terms of Service also include important disclaimers, warranties, and limitations on liability. It is important to read our entire Agreement carefully as some of the provisions affect your legal rights. IF YOU DISAGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.
By accessing the Services, you consent to have this Agreement provided to you in electronic form and that all agreements, disclosures, and other communications that we may provide to you in electronic form satisfy any legal requirements that our communications with you be in writing. You acknowledge that when you provide us with your contact information, including an email address, physical address, mailing address, or telephone number (“Contact Information”), sharing this information with us constitutes a “purchase” or “inquiry” that establishes a business relationship between you and us.You expressly agree that we may communicate with you about the Services, using any or all Contact Information you provide to us. You also represent and warrant that you have the legal authority over any email address, physical address, mailing address, or telephone number that you provide to us. We may contact you, in person or by recorded message, by e-mail, mail, telephone (including use of automated dialing equipment), text message (SMS or MMS), or any other means of communication that you or your telecommunications device may be capable of receiving. You may elect to opt out of receiving marketing emails at any time by following the instructions and link provided in such marketing email. Please allow up to ten business days for our systems to reflect your marketing communication preferences.We’re also always happy to hear from you if you have any questions or suggestions. You can contact us at contact@SmartChange.app or by U.S. mail at SmartChange, 6834 Cantrell Road #2406, Little Rock, AR 72207.
1. Your Donor Account
2. Your Fundraiser Account
3. License and Access to the Services
4. Using the Services: Requirements and Restrictions
5. Intellectual Property
6. Third-Party Links
7. Infringement of Rights
8. Disclaimers; Limitations of Liability; Indemnification
9. General Terms
1. Your Donor Account
1.1 General Requirements
In order to use the Services as a Donor, you must be 18 years of age or older, be a citizen of the United States, have a valid U.S. Social Security number, and have the legal capacity to enter into this Agreement. Further, you certify that: 1) any donations you make through SmartChange are of your own free will, 2) any donations you make through SmartChange are with your own funds, 3) all funds you use to make donations through SmartChange are used in compliance with all laws, regulations, and rules of ethics for the Fundraiser to which you are donating funds, 4) you will not use gift cards or any form of prepaid cards to make a donation on SmartChange, as a card verification code is required for every transaction, and 5) no other individual, organization, entity, or group has given you funds with the intent that they be used for a political donation of any kind or for any other donation through SmartChange.In addition, you must not be barred from receiving the Services under United States law or the laws of any other jurisdiction. By registering for a SmartChange account, you certify that all of the foregoing is true and that any information you provide to us, both when you register and in the future, is and will be true, accurate, current, and complete. We reserve the right to suspend, terminate, or deny your access to the Services for any (or no) reason, with or without notice and without further obligation.
1.2 Account Creation
In order to access and use certain Services, including without limitation to become a Donor to a Fundraiser, you will be asked to register and create a user account (a “Donor Account”; a Donor Account and a Fundraiser Account referred to collectively as an “Account”). As part of the Donor Account creation process, you will create sign-in credentials by providing an e-mail address, and you will answer all inquiries marked “required” (collectively the “Registration Data”). You agree: (i) that the Registration Data you provide will be true, accurate, current, and complete at the time you provide it; (ii) to maintain and update such Registration Data to keep it true, accurate, current, and complete; and (iii) that SmartChange may contact you and require you to confirm some or all of your Registration Data at any time before you may use or continue to use any Services. We reserve the right to terminate the limited licenses granted to you and to refuse to provide you with any and all current or future use of the Services if, in our sole discretion, we determine or are of the opinion that any of your Registration Data is, or appears to be, untrue, inaccurate, not current, or incomplete.If you create or sign in to any of the Services using your credentials for a social media account or other service, including without limitation Facebook, Instagram, X, LinkedIn, or Google+, or if you link a social media account or other service with your SmartChange Account, then you may be redirected to a sign-in request page. By signing-in to SmartChange using your credentials for a separate social media or other service, you agree that SmartChange may access certain information received from that service, as specified in the sign-in process or otherwise allowed by such service. We may use such information to facilitate your sign-in and improve and provide the Services to you, as further described in our Privacy Policy.When you register as a Donor, you authorize us to create and maintain a Donor Account in your name using your Registration Data, other information you provide to us, and other information that may be collected about you in accordance with our Privacy Policy as part of providing our Services.
1.3 Account Security
You are responsible for maintaining the confidentiality of your Account credentials and all activities, charges, and liabilities that occur from or through your Account, whether or not authorized by you. You understand and agree that we do not use passwords for your Account and that instead, each time you sign-in to SmartChange, we will provide you with a verification code via e-mail to facilitate your signing-in. You understand and agree that if you do not log out of your Account and you remain generally active on the SmartChange website or platform, then you will remain signed in to your Account on that specific device and that specific browser, until you sign out or until your browser’s cookies reset. You agree that you will not share your username or a verification code to sign-in to SmartChange with any other person or entity. You agree that you will not transfer, sub-license, sell, or assign your rights in your Account to any other person or entity. You may not open multiple Donor Accounts for the same service, and we will close Donor Accounts associated with the same credit or debit card, Donor Account credentials, or other identifying information. You must immediately notify SmartChange of any unauthorized use of your Account, sign-in credentials, or any other breach of security of which you become aware by emailing support@SmartChange.app. We will not be liable for any loss or damage arising from your failure to comply with this section. Any fraudulent, abusive, or otherwise illegal activity by you or authorized by you may be grounds for immediate suspension or termination of your Account, at our sole discretion, and we reserve the right to refer you to appropriate law enforcement agencies. SmartChange has no obligation to retain any data associated with your Donor Account, including without limitation if it is terminated.
1.4 Donor ServicesOne-Time or Monthly Donations. You may make one-time donations to a Fundraiser. You may also make donations to a Fundraiser that recur on a monthly basis. We will use the billing information you provide to us for any one-time or monthly donations you make to a Fundraiser. You understand that there are fees associated with these transactions that will be incumbent upon the Fundraiser to pay. You will not be charged a fee for these donations beyond the amount you donate. You may opt, but are under no obligation, to cover the fee charged by us to the Fundraiser to whom you donate funds.
Donations Made through Spare Change Round Up. The Spare Change Round Up program is an automated process whereby you opt to donate spare cents to a Fundraiser. Specifically, the Spare Change Round Up program rounds up to the next highest single dollar amount each transaction you have on a credit card or debit card that you specify, including that a transaction with zero cents will equate to an entire dollar being rounded up. SmartChange then accumulates the spare cents rounded up in each of these transactions and donates the cumulative amount to a Fundraiser of your choosing on a weekly basis when the cumulative amount exceeds five dollars ($5). You may pause or cancel these round ups from your credit card or debit card transactions at any time. You understand and agree to these automated round-up and accumulation processes for the period of time you choose to participate in the Spare Change Round Up program.
You may make donations to a Fundraiser through participation in the Spare Change Round Up program. We will use the billing information you provide to us for your participation in the Spare Change Round Up program. You understand that there are fees associated with these transactions that will be incumbent upon the Fundraiser to pay. You will not be charged a fee for these donations beyond the amount you donate. You may opt, but are under no obligation, to cover the fee charged by us to the Fundraiser to whom you donate funds.Donations in Excess of Limits. You understand that some Fundraisers have contribution limits. You further understand and agree that any donations made by you to a Fundraiser, including without limitation on a recurring basis, that exceed the limit for a Fundraiser for a particular election will be treated by us as though you intend for such donations to be rolled over and allocated to the next election, including without limitation from a primary election to a general election in the same election cycle.
Donations to a Candidate or Campaign Committee in a Partisan Race. You understand and agree that if you make a donation to a Fundraiser that is a candidate or a campaign committee in a partisan race, then a small percentage of your donation, no more than one percent (1%), may be redirected to the political party of that candidate or campaign committee, whether at the federal, state, or local level. You hereby waive any claim you have, have ever had, or will ever have against SmartChange for such a redirection of any funds donated by you.
1.5 Payment PoliciesCancellations.
You may choose not to renew your Account at any time.Refunds. All refunds requested will be individually billed back to the specified Fundraiser.Disputes. If you dispute a payment or donation made to a Fundraiser through SmartChange, then you must seek reimbursement from that Fundraiser. You understand and agree that you cannot and will not seek reimbursement from us for any such disputed payment or donation, and you hereby waive any claim you have, have ever had, or will ever have against us for any such disputed payment or donation.Chargebacks. A dispute against the method of payment specified is commonly referred to as a “chargeback.” You acknowledge and agree that if Services have been performed by SmartChange, chargebacks are unlawful. SmartChange will research any chargebacks on credit cards or any other form of payment provided to SmartChange. SmartChange will dispute any chargeback if, in SmartChange’s opinion, the chargeback is not justified.
Any chargeback may, subject to our sole discretion, automatically invoke the following per-occurrence fees without exception: a $50 administrative fee, a $25 chargeback fee, and a $50 recovery fee. These fees, along with any disputed charges, will result in a negative balance on your Account, which must be paid before Services on the Account can be reactivated. In the event of a chargeback, SmartChange may need to provide relevant information to a third party for the purpose of recovering the debt or for the pursuit of civil or criminal proceedings.Payment of Fees for Any Services.
Should you choose to purchase any Services from us, then you agree to pay the stated price for such purchases, plus any applicable taxes. All prices are in U.S. Dollars and do not include foreign exchange fees or charges that you may incur from other providers, such as your Internet service provider or telephone provider. Unless you choose to cover any foreign exchange fees or charges you incur when making your donation, then such foreign exchange fees or charges will reduce your donation to the Fundraiser in the same amount as the fee or charge.
Without limiting any other terms of this Agreement, the Services may change fees and charges in effect or add new fees and charges from time to time, but you will always know the fees that may be charged before you are asked to provide payment.If a vendor of yours, including without limitation a credit card vendor, bank, phone service, or internet service provider, charges you fees for your use of our Services, then you are solely responsible for such fees and agree that we have no responsibility for such fees.Payment Method and Provider. You authorize us to charge your chosen financial institution, credit card issuer, or other provider of your chosen method of payment (your “Payment Provider”) for any donation you make to a Fundraiser or for your purchase of any Services on the credit card, debit card, or other payment method you have specified (your “Payment Method”).
You also authorize us (or a third party working on our behalf) to collect and store that Payment Method, along with other related transaction information. We may update your Payment Method with information provided by you or the applicable Payment Provider, and you authorize us to continue to charge the updated Payment Method for your transactions with us. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and your Payment Provider.
If your purchase or use of the Services results in an overdraft or other fee from your Payment Provider, then you are responsible for paying that fee and agree that we have no responsibility for that fee.If SmartChange does not receive payment from your Payment Provider, then you agree to pay all amounts due on your Account upon demand. In the event payment for a donation or a purchase fails for any reason, including without limitation insufficient funds or credit from your Payment Provider, then we may re-submit the payment to your Payment Provider on your behalf, through your Payment Method or otherwise.If any payment by you intended for a Fundraiser fails for any reason, then we will not disclose such failure to the Fundraiser. All Fundraisers authorize us to work directly with you in the event of such a payment failure to restore the failed payment, which we will work to the best of our ability to do.If you are participating in the Spare Change Round Up program, and there is an event that disrupts the connection between your Payment Provider and SmartChange, including without limitation our payment processors, then you agree that we may make a recurring donation to the Fundraiser to whom you are donating funds through the Spare Change Round Up program through your Payment Method until the connection is restored.
The amount of the donation under these circumstances will either be ten dollars ($10) per month or an amount per week that you have set in your Account as the maximum weekly amount that you can donate to a Fundraiser through the Spare Change Round Up program, which amounts can range from ten dollars ($10) to ($50).You are responsible for maintaining a current Payment Method to continue to access Services, and if we are unable to charge your Payment Method, then your access to Services may be suspended or terminated. We reserve the right to correct any errors or mistakes that we may make, even if we have already requested or received payment, and to update your information from available third-party sources.
Payment Processors.
We use Stripe as the payment processor for donations. We also use Plaid as the processor to track spare change in the Spare Change Round Up program and to make the round ups to the next highest single dollar amount for each transaction on your Payment Method. You understand that Plaid has different processing speeds for different types of payment methods, that the transactions for the Spare Change Round Up program may show up in your Account at different times, and that there may be other variances with Plaid’s processing method. By accessing our Services, you agree to our use of Stripe and Plaid as our payment processors and to the processes they use to augment and facilitate the Services. You also understand that Stripe and Plaid share the data with us that you have authorized them to share.
1.6 Audit
SmartChange reserves the right to audit your use of the Services and Content. You agree to cooperate and to provide us with all documentation reasonably requested related to the use of your Account.
1.7 Text and Email Messaging
Fundraisers have access to features allowing them to communicate with you via text or email, but only when you have given your verbal or written consent for them to do so. You understand when you opt in to receive such messages that message and data rates may apply. Fundraisers who send you text or email messages without first obtaining your consent will forfeit access to these features. Any time you wish to stop receiving such email or text messages, you may reply STOP to any such message to opt out of receiving further messages. If you are receiving such messages either without having given your consent or after you have requested for such messages to stop, then you should email contact@SmartChange.app.
1.8 Privacy Policy
When completing a transaction with us, you will have the opportunity to elect that we may not buy, sell, or trade your data. You understand and agree, however, that even in the event you make that election, we must still share certain data with the Fundraiser to whom you are donating funds, so that they may follow up with you and fulfill their reporting and compliance obligations. We will never, however, share your Payment Provider or Payment Method information with a Fundraiser.You understand and agree that we cannot control and are not responsible for what a Fundraiser may do with your data that it obtains through your donations. You hereby waive any claim you have, have ever had, or will ever have against SmartChange for any action taken by a Fundraiser with your data that it obtains through your donations via SmartChange.For further information regarding the privacy of your data, SmartChange maintains a Privacy Policy describing the collection, retention, and use of information related to your use of the Services. You can find this policy here.
2 Your Fundraiser Account
2.1 General Requirements
In order to use the Services as a Fundraiser, you must be a duly formed ballot question committee, a duly formed campaign committee, a political candidate, a duly formed political action committee, a state political party or affiliate, a trade association, a union, or another person or entity as approved by us. Further, you certify that:
1) you are duly authorized to accept donations from United States citizens,
2) any and all funds that are donated to you through SmartChange are spent and otherwise exclusively used by the person or entity that said funds are donated to through SmartChange, and
3) any and all funds that are donated to you through SmartChange are used exclusively for the purposes represented by you on the SmartChange platform.
In addition, you must not be barred from receiving the Services under United States law or the laws of any other jurisdiction. By registering for a SmartChange account, you certify that all of the foregoing is true and that any information you provide to us, both when you register and in the future, is and will be true, accurate, current, and complete. We reserve the right to suspend, terminate, or deny your access to the Services for any (or no) reason, with or without notice and without further obligation.
2.2 Account Creation
In order to access and use certain Services, including without limitation to be a Fundraiser, you will be asked to register and create a user account (a “Fundraiser Account”; a Donor Account and a Fundraiser Account referred to collectively as an “Account”). As part of the Fundraiser Account creation process, you will create sign-in credentials by providing an email address, and you will answer all inquiries marked “required,” including without limitation the name of the Fundraiser, a designated individual who will serve as a point of contact for the specified Fundraiser, a mailing address for the Fundraiser, and an e-mail address and phone number for the designated individual who will serve as a point of contact for the specified Fundraiser (collectively the “Registration Data”).
You agree:
(i) that the Registration Data you provide will be true, accurate, current, and complete at the time you provide it,
(ii) to maintain and update such Registration Data to keep it true, accurate, current, and complete, and
(iii) that SmartChange may contact you and require you to confirm some or all of your Registration Data at any time before you may use or continue to use any Services.
You understand and agree that SmartChange must specifically approve you to become a Fundraiser before you can begin using SmartChange Services as a Fundraiser. We reserve the right to terminate the limited licenses granted to you and to refuse to provide you with any and all current or future use of the Services if, in our sole discretion, we determine or are of the opinion that any of your Registration Data is, or appears to be, untrue, inaccurate, not current, or incomplete.If you create or sign in to any of the Services using your credentials for a social media account or other service, including without limitation Facebook, Instagram, X, LinkedIn, or Google+, or if you link a social media account or other service with your SmartChange Account, then you may be redirected to a sign-in request page.
By signing-in to SmartChange using your credentials for a separate social media or other service, you agree that SmartChange may access certain information received from that service, as specified in the sign-in process or otherwise allowed by such service. We may use such information to facilitate your sign-in and improve and provide the Services to you, as further described in our Privacy Policy.When you register as a Fundraiser, you authorize us to create and maintain a Fundraiser Account in your name using your Registration Data, other information you provide to us, and other information that may be collected about you in accordance with our Privacy Policy as part of providing our Services.
2.3 Account Security
You are responsible for maintaining the confidentiality of your Account credentials and all activities, charges, and liabilities that occur from or through your Account, whether or not authorized by you. You understand and agree that we do not use passwords for your Account and that instead, each time you sign-in to SmartChange, we will provide you with a verification code via e-mail to facilitate your signing-in. You understand and agree that if you do not log out of your Account and you remain generally active on the SmartChange website or platform, then you will remain signed in to your Account, on that specific device and that specific browser until you sign out, or until your browser cookies reset. You agree that you will not share your username or a verification code to sign-in to SmartChange with any other person or entity. You agree that you will not transfer, sub-license, sell, or assign your rights in your Account to any other person or entity. You may not open multiple Fundraiser Accounts for the same service, and we will close Fundraiser Accounts associated with the same Fundraiser Account credentials or other identifying information. You must immediately notify SmartChange of any unauthorized use of your Fundraiser, sign-in credentials, or any other breach of security of which you become aware by emailing contact@SmartChange.app.
We will not be liable for any loss or damage arising from your failure to comply with this section. Any fraudulent, abusive, or otherwise illegal activity by you or authorized by you may be grounds for immediate suspension or termination of your Account, at our sole discretion, and we reserve the right to refer you to appropriate law enforcement agencies.
SmartChange has no obligation to retain any data associated with your Fundraiser Account, including without limitation if it is terminated.
2.4 Fundraiser Services and Rate Structure
Fees for One-Time or Monthly Donations. Donors may make one-time donations to you. For the purposes of these Terms, the one-time purchase of a ticket to an event, the purchase of merchandise, or other unique occurrence constitutes a one-time donation. Donors may also make donations to you that recur once per month. You agree that SmartChange may retain a percentage of a one-time or monthly donation as the fee for processing such a donation. Specific rates may be available upon request, subject to our sole discretion. Rates will never increase without prior notice to you. Further, a Donor may, but is not obligated to, opt to cover the fees charged by us for one-time or monthly donations. We will work with you to effectively encourage Donors to cover such fees. Regardless how they are paid, the fees for one-time or monthly donations are non-refundable.
Fees for Donations Made through Spare Change Round Up. The Spare Change Round Up program is an automated process whereby a Donor opts to donate spare cents to you. Specifically, the Spare Change Round Up program rounds up each transaction a Donor has on a specified credit card or debit card to the next highest single dollar amount, including that a transaction with zero cents will equate to an entire dollar being rounded up. SmartChange then accumulates the spare cents rounded up in each of these transactions and donates the cumulative amount to you on a weekly basis when the cumulative amount exceeds five dollars ($5). A Donor may pause or cancel these round ups from their transactions at any time.
Donors may make donations to you through participation in the Spare Change Round Up program. You agree that SmartChange may retain a maximum of ten percent (10%) of amounts donated to you through the Spare Change Round Up program. Lower rates may be available upon request, subject to our sole discretion. Rates will never increase without prior notice to you. Further, a Donor may, but is not obligated to, opt to cover the fees charged by us for donations made through the Spare Change Round Up program. We will work with you to effectively encourage Donors to cover such fees. Regardless how they are paid, the fees for donations made through the Spare Change Round Up program are non-refundable.Special Events and Rates. SmartChange may be available for you to raise funds for a special event or other specific circumstances. Please inquire with us for the use of such Services, and we will work with you to tailor these Services for your needs with a mutually agreed upon rate.Retargeting. Through our advanced technology, we track all Donor activity on our platform, including without limitation when a Donor may start but not complete a donation to you. We will not buy, sell, or trade such data to you. Upon request by you, however, and for a mutually agreed upon rate, SmartChange can retarget any such Donors, for example through advertisements targeting such Donors on your behalf. Please inquire directly with us for Retargeting Services.
Deposit Structure. Depending on the level of service agreed upon between you and SmartChange, you can choose between daily, weekly, or monthly deposits into a bank account you designate of the donations made to you by Donors through SmartChange. You understand and agree, however, that deposits can be made no more frequently than feasible through the various Donor Payment Providers, our payment processors, and your financial institution, as ACH transactions occur daily for some institutions, though others are less frequent. Should you desire to change the frequency with which you receive donations, you always have the opportunity to adjust your service level by reaching out to us or on your dashboard, and we will always endeavor to find a service level best suited to your individual needs.
2.5 Payment Policies
Cancellations. You may choose not to renew your Account at any time.Refunds. All refunds requested by Donors from donations made to you will be individually billed back to you. You hereby agree to reimburse us any refund that we have provided to your Donor within 7 calendar days of the date we notify you of such refund.Disputes. If a Donor disputes a payment or donation made to you through SmartChange, then you understand and agree that the Donor must seek reimbursement of that payment or donation from you. You understand and agree that neither your Donor nor you can or will seek reimbursement from us for any such disputed payment or donation, and you hereby waive any claim you have, have ever had, or will ever have against us for any such disputed payment or donation.Chargebacks. A dispute against the method of payment specified is commonly referred to as a “chargeback.” You acknowledge and agree that if Services have been performed by SmartChange, chargebacks are unlawful. SmartChange will research any chargebacks on credit cards or any other form of payment provided to SmartChange. SmartChange will dispute any chargeback if, in SmartChange’s opinion, the chargeback is not justified. Any chargeback may, subject to our sole discretion, automatically invoke the following per-occurrence fees: a $50 administrative fee, a $25 chargeback fee, and a $50 recovery fee, and you hereby agree to pay such fees when imposed by SmartChange. These fees, along with any disputed charges, will result in a negative balance on your Account, which must be paid before Services on the Account can be reactivated. In the event of a chargeback, SmartChange may need to provide relevant information to a third party for the purpose of recovering the debt or for the pursuit of civil or criminal proceedings.
Payment of Fees for Any Services. Should you choose to purchase any Services from us, then you agree to pay the stated price for such purchases, plus any applicable taxes. All prices are in U.S. Dollars and do not include foreign exchange fees or charges that you may incur from other providers, such as your Internet service provider or telephone provider. Unless your Donor chooses to cover any foreign exchange fees or charges incurred when the Donor made their donation, then such foreign exchange fees or charges will reduce the donation to you in the same amount as the fee or charge. SmartChange also reserves the right to submit an invoice to you in the amount of any such foreign exchange fee or charge within a reasonable time of when any such fee or charge is incurred. Without limiting any other terms of this Agreement, the Services may change fees and charges in effect or add new fees and charges from time to time, but you will always know the fees that may be charged before you are asked to provide payment.If a vendor of yours, including without limitation a credit card vendor, bank, phone service, or internet service provider, charges you fees for your use of our Services, then you are solely responsible for such fees and agree that we have no responsibility for such fees.Payment Method and Provider. You authorize us to charge your chosen financial institution, credit card issuer, or other provider of your chosen method of payment (your “Payment Provider”) for any purchase of Services on the credit card, debit card, or other payment method you have specified (your “Payment Method”).
You also authorize us (or a third party working on our behalf) to collect and store that Payment Method, along with other related transaction information. We may update your Payment Method with information provided by you or the applicable Payment Provider, and you authorize us to continue to charge the updated Payment Method for your transactions with us. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and your Payment Provider. If your purchase or use of the Services results in an overdraft or other fee from your Payment Provider, then you are responsible for paying that fee and agree that we have no responsibility for that fee.If SmartChange does not receive payment from your Payment Provider, then you agree to pay all amounts due on your Account upon demand. In the event payment for a purchase fails for any reason, including without limitation insufficient funds or credit from your Payment Provider, then we may re-submit the payment to your Payment Provider on your behalf, through your Payment Method or otherwise.You are responsible for maintaining a current Payment Method to continue to access Services that require payment, and if we are unable to charge your Payment Method, then your access to such Services may be suspended or terminated.
We reserve the right to correct any errors or mistakes that we may make, even if we have already requested or received payment, and to update your information from available third-party sources.Payment Processors. We use Stripe as the payment processor for donations. We also use Plaid as the processor to track spare change in the Spare Change Round Up program and to make the round ups to the next highest single dollar amount for each transaction on a Donor’s Payment Method. You understand that Plaid has different processing speeds for different types of payment methods, that the transactions for the Spare Change Round Up program may show up in your Account at different times, and that there may be other variances with Plaid’s processing method. By accessing our Services, you agree to our use of Stripe and Plaid as our payment processors and to the processes they use to augment and facilitate the Services. You also understand that Stripe and Plaid share the data with us that you have authorized them to share.
2.6 Interactions with Your Donors
Failed Payments on Donations. You understand and agree that if any payment, including without limitation a donation, intended for you by a Donor fails for any reason, then, to protect the Donor’s privacy, we will not disclose such failure to you. You hereby authorize us to work directly with the Donor in question in the event of such a payment failure to restore the failed payment, which we will work to the best of our ability to do.
Disputed Payments or Donations from Donors. If a Donor disputes a payment or donation made to you through SmartChange, then the Donor must seek reimbursement from you for that payment or donation. You understand and agree that neither you nor the Donor can or will seek reimbursement from us for any such disputed payment or donation, and you hereby waive any claim you have, have ever had, or will ever have against us for any such disputed payment or donation.Communications to Donors Regarding Compliance. You are responsible for communicating any disclaimers or other information to donors regarding your compliance obligations.
We are not responsible in any respect for any compliance obligation you may have for a donation made to you through SmartChange or for donations that may exceed an applicable contribution limit. You hereby waive any claim you have, have ever had, or will ever have against us regarding your compliance obligations or donations that may exceed an applicable contribution limit.Words of Support.
When a Donor completes a transaction whereby they make a donation to you, they may offer “words of support” for your cause and may also elect to make such words of support public on the SmartChange platform. You may not edit words of support from a Donor, but you may choose to delete the words of support from a particular Donor from the SmartChange platform, even if the Donor has elected to make the words of support public.
2.7 Gift Cards or Other Prepaid Cards
If a Donor makes a donation to you through a gift card other prepaid card, then we will notify you. You hereby agree to assume all responsibility for determining whether you are able to accept a donation from a gift card or other prepaid card pursuant to the laws, regulations, or ethical obligations applicable to you. You further understand and agree that SmartChange has no responsibility for your compliance with such laws, regulations, or obligations and no liability for the violation(s) of such laws, regulations, or obligations. Finally, you agree to indemnify SmartChange from any and all claims asserted against us for any such violations.
2.8 Text and Email Messaging: Consent Requirement
If you use our messaging features to send text or email messages, then you are responsible for ensuring that all contacts who receive such messages have provided prior, express verbal or written consent before receiving any such messages from you through our platform. You must clearly inform the contact of the following at the time the contact opts in to receive such messages from you:—that the contact may receive automated text or email messages;—the expected frequency of messages (e.g., up to three reminders per pledge);—that message and data rates may apply;—that the contact may reply to any such message at any time with HELP to seek assistance or STOP to opt out of receiving any such messages in the future; and—that additional terms and privacy information are available at SmartChange.app/terms and SmartChange.app/privacy.You are required to log and retain proof of the consent obtained from all contacts to whom you are sending any such text or email communications through our platform. This includes without limitation capturing an audit trail (such as a screenshot or image) showing the opt-in language and recipient response, hosted via a publicly accessible URL (“OptInImageURL”). If you do not comply with these consent requirements, then your access to text or email messaging features may be suspended or permanently revoked.We offer the following pre-approved opt-in script, either to send to your contact in writing, or to read aloud when securing consent:“Hi, just a quick heads-up: As part of your pledge, we can send you up to three automated text reminders to help you complete your donation.Message and data rates may apply.You can reply STOP to opt out anytime, or HELP for assistance.Our terms and privacy policy are available at SmartChange.app/terms and SmartChange.app/privacy.Would you like to receive these reminders?”Required Response: “Yes” or equivalent clear affirmative.2.9 Non-Exclusive Use of the ServicesWe do not require you to use SmartChange as your exclusive fundraising platform. Entering into this Agreement does not preclude you from using other fundraising platforms to raise money for your cause.
2.10 AuditSmartChange reserves the right to audit your use of the Services and Content. You agree to cooperate and to provide us with all documentation reasonably requested related to the use of your Account.2.11 Privacy PolicyWe will not buy, sell, or trade your data. SmartChange maintains a Privacy Policy describing the collection, retention, and use of information related to your use of the Services. You can find this policy here.
3. License and Access to the Services
3.1 Limited License
All Content is the property of SmartChange. Except for allowing you to access and use the Services for your own personal use or internal business use, when you use the Services, you are not receiving a license or any other rights from SmartChange, including intellectual property or other proprietary rights of SmartChange. You understand that you have no rights to the Services or Content or any other SmartChange property except as indicated in these Terms and all rights and licenses not expressly granted to you in this Agreement are retained by SmartChange. To the extent any component of the Services or Content may be offered under an open-source license, we will make that license available to you and the provisions of that license may expressly override some of these Terms.
SmartChange may revoke or terminate the license granted above in its sole discretion, at any time. Without limiting the generality of the foregoing, we may revoke or terminate the license if you:
(i) breach any obligation in this Agreement or in any other agreement between you and us,
(ii) violate any policy or guideline applicable to the Services or Content, or
(iii) use the Services or the Content other than as specifically authorized in this Agreement, without our prior written permission.
3.2 No Unauthorized Access
You may not do any of the following while accessing or using the Services:
• use any robot, spider, site search, retrieval application, or other automated device to download, retrieve, scrape, distribute, or index any portion of the Content, or permit any third party to do the same;
• gain unauthorized access to any of the Services, other accounts, computer systems, or networks connected to any SmartChange servers, through hacking, cracking, or distribution of counterfeit software, password mining, or any other means;
• reproduce, modify, distribute, decompile, disassemble, or reverse engineer any portion of the Services or Content;
• probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
• damage, disable, overburden, or impair any SmartChange server, or the network(s) connected to any SmartChange server, or interfere with any other party’s use and enjoyment of any of the Services;
• falsify or alter any unique identifier assigned to you, or otherwise obscure or alter the source of queries to the Service;
• forge any TCP/IP packet header or any part of the header information in any email, or in any way use the Services to send altered, deceptive, or false source-identifying information;
• engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services, the Content, or any employee or agent of SmartChange;
• make the functionality of the Services available to multiple users through any means including without limitation deep-linking to one of our web sites or uploading one of our apps to a network;
• interfere with, interrupt, destroy, or limit the functionality of the Services or any computer software or hardware or telecommunications equipment, including without limitation sending viruses, overloading, flooding, spamming, or mail-bombing the Services; or
• use any Content, including without limitation any personally identifiable information included within the Content, in violation of any rights of third parties, including without limitation such rights arising under any applicable privacy policies or agreements.
SmartChange will have the right to investigate and prosecute violations of any of the above or any other legal violations. SmartChange may involve and cooperate with law enforcement authorities in prosecuting persons who violate these Terms. You acknowledge that SmartChange has no obligation to monitor your access to or use of the Services or Content but has the right to do so for the purpose of providing the Services and Content, to ensure your compliance with these Terms, to protect the safety, integrity, rights, or security of our users, to detect, prevent, or otherwise address fraud, security, or technical issues related to our Services, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.
4. Using the Services: Requirements and Restrictions
4.1 Fair Credit Reporting Act
The Fair Credit Reporting Act is a United States federal law, 15 U.S.C. §§ 1681 et seq., enacted to promote the accuracy, fairness, and privacy of consumer information contained in the files of companies authorized and designated to “assembl[e] or evaluat[e] consumer credit information or other information on consumers for the purpose of furnishing consumer reports to third parties . . . .” The FCRA defines the companies assembling and evaluating this information for third parties as “consumer reporting agencies” and requires that others may only use information from Consumer Reporting Agencies when making decisions about an individual’s eligibility for credit, insurance, employment, or other purposes as set forth in the Act.According to Congressional findings in the FCRA, Consumer Reporting Agencies have assumed a vital role in assembling and evaluating consumer credit and other information on consumers, and there is a need to ensure that Consumer Reporting Agencies exercise this responsibility with fairness, impartiality, and a respect for the consumer’s right to privacy. For this reason, only Consumer Reporting Agencies may legally provide information about an individual as the basis for a decision regarding credit, insurance, employment, or otherwise as set forth in the Act. Because neither Level Wins, LLC nor its service SmartChange (collectively “SmartChange”) is a Consumer Reporting Agency, you cannot use data or information obtained from SmartChange as a basis to make any of the following decisions or for any of the following purposes:
• Determining whether to extend a loan;
• Otherwise determining a person’s creditworthiness;
• Determining eligibility for insurance;
• Otherwise determining whether to extend an insurance policy;
• Determining whether or not to hire a potential employee;
• Conducting background checks to screen job applicants; or
• Screening of prospective tenants.
The list of decisions above is not exhaustive. To make any of these decisions based on information you obtain from SmartChange would make you a user of consumer reports, and because SmartChange is not a Consumer Reporting Agency, this activity on your part would constitute a violation of the FCRA. For further information, visit the website for the FCRA.
SmartChange does not independently verify or authenticate the information you obtain through our services. SmartChange also makes no promises, guarantees, or warranties about the accuracy of the information you obtain through our service.
4.2 Marketing and Resale Restrictions
You may not use, or allow a third party to use, the Services or Content for any marketing purposes, including making telemarketing calls and transmitting unsolicited advertisements via paper mail, fax, text messages, phone calls, or email. You may not use, or allow a third party to use, the Services and Content to prepare any database (or compare one database to another) to append, verify, or create a new database. Content may not be published, sold, or rented to any third party.
4.3 Automated Searching
We do not allow scraping or automated collection of our Content. If we determine that you are using automated means (e.g., robot or spider) to retrieve, distribute, or index any portion of our Content, more than one individual is using your Donor Account, or more than one authorized individual is using your Fundraiser Account, then your Account may be turned off or your access otherwise blocked, without notification, for further investigation. If you feel your Account has been turned off or your access to the Services has been blocked in error, please contact our Customer Support team.
4.4 Special Provisions Applicable to Software
If you download or use certain Services, such as an app or a browser plug-in, you agree that, from time to time, the software may download and install upgrades, updates, and additional features from us in order to improve, enhance, and further develop the Services.
4.5 General WarrantiesYou also agree to warrant the following:
• You will use the Services only for appropriate, legal purposes, and in compliance with all applicable federal, state, and local laws and regulations. Any unauthorized use of the Services or Content is expressly prohibited.
• You are responsible for determining which laws apply based on your use of the Services and Content. You will obtain any and all necessary licenses, certificates, permits, approvals, or other authorizations required by federal, state, or local statute, law, or regulation that govern your use of the Services and Content. If you are a Fundraiser, then you are entirely responsible for all federal, state, local, or other compliance, as applicable, for any funds you receive through SmartChange. SmartChange bears no responsibility whatsoever for your compliance with federal, state, local, or other reporting requirements for the funds you receive through SmartChange.• You will take reasonable steps to ensure that the information you receive from the Services is stored in a secure manner.
4.6 General RestrictionsYou also agree to adhere to the following:
• You will not use the Services or information derived from the Services in combination with any purpose, or personal information, covered under the Gramm-Leach-Bliley Act, Health Insurance Portability and Accountability Act, or the Children’s Online Privacy Protection Act.
• You will not use the Services in a manner that may cause emotional or physical harm to anyone, or to stalk, threaten, defame, libel, or otherwise harass another person. You may not use the Services for the furtherance of any criminal activity, including fraud and identity theft, or in the violation of any person’s privacy rights.
• You will not use the Services to seek information about or locate any person under the age of 18.
• You will not falsely state, impersonate, or otherwise misrepresent your identity or your affiliation with any person or entity while using the Services.
• You will not use the Services to post, publish, or transmit any text, graphics, or material that:
(i) is false or misleading;
(ii) is obscene, pornographic, or offensive;
(iii) promotes bigotry, racism, sexism, or hatred against any individual or group; (iv) infringes another’s rights, including intellectual property rights; or
(iv) violates, or encourages any conduct that would violate, any applicable law or regulation, or would give rise to civil liability.
• You will not use the Services to send any email or text message that does not comply with CAN-SPAM, the Telephone Consumer Protection Act, or any other applicable federal or state law.
• You will not engage in any terrorism or money laundering or in a manner that violates any anti-terrorism laws or policies, anti-money laundering laws or policies, or economic or trade sanctions.
• You will not engage in any activity on the dark web.
• You will not use the Services to promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual.
• You will not use the Services or Content in connection with credit repair or credit counseling services.
• You will not make any threats on our chat platform.
SmartChange will immediately suspend or terminate the Account of any user determined to have violated any of the above restrictions. SmartChange may immediately suspend or terminate the Account of any user suspected of having violated any of the above restrictions. SmartChange has the right to investigate and bring claims for violations of any of the above restrictions to the fullest extent of the law. We may, but are not required to, provide notice of such violations beforehand.5. Intellectual Property
5.1 Ownership of Content and Marks.
The Services, and all material published on or accessible through the Services, including, but not limited to text, photographs, video, graphics, music, images, animations, audio, “applets” incorporated into the software data, sounds, messages, comments, ratings, and other materials that are part of the Services, is owned by SmartChange or its licensors, and is protected by applicable copyright, trademark, and other laws of both the United States and foreign countries.
All trademarks, service marks, trade names, and trade dress contained in the Services (“Marks”), are proprietary to SmartChange and may not be used by you unless expressly authorized to do so. This prohibition includes without limitation unauthorized copying or distribution of any of the Content displayed or used on the Services, framing Content, using Meta tags or “hidden text,” creating any unauthorized derivative work, or in any other way exploiting the Marks, the Content, or the Services. You agree that you will not reproduce, publish, transmit, perform, sell, create derivative works of, or in any way exploit, any of the Marks, the Content, or the Services, in whole or in part. You acknowledge that you do not acquire any ownership rights in any Content downloaded from the Services. All right, title, and interest in and to the Content and Services is and will remain the exclusive property of SmartChange and its licensors. Any feedback, comments, or suggestions you may provide regarding SmartChange or the Services, including correspondence with Customer Service (collectively, “Feedback”), is entirely voluntary. We shall have no obligation to you of any kind, monetary or non-monetary, with respect to Feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works from, and distribute the Feedback to others without limitation or obligation.We may use third-party trademarks in the Services to identify the owners of these marks. Use of any third-party trademark is intended only to identify the trademark owner and its goods and services, and is not intended to imply any association between the trademark owner and SmartChange. Nothing in the Agreement, the Terms or our Services grants you, by implication, estoppel, or otherwise, any license or right to copy, modify, sell, reproduce, distribute, republish, display, post, create derivate works from, or transmit in any form any intellectual property of a third party.
5.2 No Other License Granted.
Except for allowing you to use the Services and Content for your personal use or internal business purposes as set forth above, when you use the Services, you are not receiving a license or any other rights from SmartChange, including intellectual property or other proprietary rights of SmartChange. You understand that you have no rights to the Services or any other Good Change property except as described in these Terms.5.3 Content You Provide or Transmit. In the course of using the Services, you may transmit or otherwise make available certain content to us, including information about yourself. You grant us a world-wide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, perform, display, distribute, create derivative works in, store, and archive such content. You understand and agree that SmartChange retains the right to reformat, excerpt, or translate any content provided or transmitted by you. You also agree that we may collect and use technical information such as your IP address, device ID, and other information including without limitation technical data about your mobile device and system software and peripherals, for product improvement, customer support, and to provide other services to you related to the Services. We have no obligation to monitor content you provide and submit through the Services, but we do reserve the right to monitor and review such content, for the purpose of operating the Services, to ensure your compliance with this Agreement, or to comply with applicable law or the requirement of a court, administrative agency, or other governmental body.
6. Third-Party Links
SmartChange may, as a convenience to you, make links to third-party web sites or resources available on or through the Services. SmartChange is not responsible in any way for, and does not make any representation, warranty, guarantee, or endorsement regarding any third-party web sites and resources that may be accessed through us. In addition, SmartChange does not endorse or adopt, and is not directly or indirectly responsible or liable for:
(i) any content, advertising, goods or services, or other materials available on or from such web sites or resources; or
(ii) any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, goods, services, or other materials on or available from such web sites or resources.
You acknowledge sole responsibility for and assume all risk arising from your use of any third-party web sites or resources.
7. Infringement of Rights
You may not use our Services in any manner that infringes the rights of any third party. SmartChange strives to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act and other applicable intellectual property laws, which may include removing or disabling access to material claimed to be the subject of infringing activity. If you believe, in good faith, that any of the materials available on or through the Services infringes on any copyright you own or control, or that any link made available on or through the Services directs users to another Web site that contains material that you own or control, please send us a notice of infringement (an “Infringement Notice”). An Infringement Notice must be in writing sent by regular mail or by email and should set forth the items specified below. Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that a product or activity is infringing your copyrights.
To expedite our ability to process an Infringement Notice, please provide the following 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 believe is being infringed;
• A description of the location of the material that you believe is infringing the copyrighted work;
• Your contact information (please include 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, made under penalty of perjury, that the information contained in your Infringement Notice is accurate and that you are the owner of the copyright interest or authorized to act on their behalf.
8. Disclaimers; Limitations of Liability; Indemnification
8.1 Disclaimer of Warranty
YOU USE THE SERVICES AT YOUR SOLE RISK. YOU EXPRESSLY AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR (A) ANY DAMAGE, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM, OR LOSS OF DATA, THAT RESULTS FROM YOUR USE OF THE SERVICES, AND (B) ANY DISCLOSURE OF INFORMATION THAT YOU UNDERTAKE WHILE USING THE SERVICES OR THE CONTENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SmartChange PROVIDES THE SERVICES AND THE CONTENT “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND.TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SmartChange AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF SmartChange IS ADVISED OF SUCH PURPOSE), AND IMPLIED WARRANTIES ARISING FROM A PARTICULAR COURSE OF DEALING OR USAGE OR TRADE.WITHOUT LIMITING THE FOREGOING, NEITHER SmartChange NOR ANY OF ITS AFFILIATES OR LICENSORS, NOR ANY OF THEIR OFFICERS, DIRECTORS, LICENSORS, EMPLOYEES, OR REPRESENTATIVES (COLLECTIVELY, THE “PROVIDERS”), REPRESENT OR WARRANT (I) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, TRUTHFUL, COMPLETE, RELIABLE, OR ERROR FREE; (II) THAT THE SERVICES WILL ALWAYS BE AVAILABLE OR WILL BE UNINTERRUPTED, ACCESSIBLE, TIMELY, RESPONSIVE, OR SECURE; (III) THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL BE FREE FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL PROPERTIES; (IV) THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICES; (V) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; OR (VI) THAT THE CONTENT IS NON-INFRINGING.NO INFORMATION OR ADVICE PROVIDED THROUGH THE SERVICES, BY SmartChange, OR BY SmartChange’S EMPLOYEES OR AGENTS SHALL CREATE ANY WARRANTY.Some states do not allow the exclusion of certain warranties. Accordingly, some of the above limitations and exclusions may not apply to you.
8.2 Limitation of Liability
IN NO EVENT SHALL SmartChange OR ANY OF THE PROVIDERS BE LIABLE, WHETHER UNDER ANY IMPLIED INDEMNITIES OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (I) USE OF THE SERVICES OR THE CONTENT, INCLUDING WITHOUT LIMITATION ANY DAMAGE CAUSED BY ANY RELIANCE ON, OR ANY DELAYS, INACCURACIES, ERRORS, OR OMISSIONS IN, THE SERVICES OR CONTENT, WHETHER PROVIDED BY GOOD CHANGE OR BY THIRD PARTIES; (II) ANY USE OR INABILITY TO USE OR ACCESS THE SERVICES FOR ANY REASON, (III) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR SEARCHES, CONTENT, DATA, OR ACCOUNT, (IV) ANY CONTENT PROVIDED BY OR CONDUCT OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF THIRD PARTIES; OR (V) ANY CONTENT OR SERVICES DISCUSSED, PURCHASED, OR OBTAINED, DIRECTLY OR INDIRECTLY, THROUGH THE SERVICES, EVEN IF GOOD CHANGE OR THE PROVIDERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SmartChange OR THE PROVIDERS ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES OR THE CONTENT EXCEED THE GREATER OF $100.00 (ONE HUNDRED UNITED STATES DOLLARS AND NO/100) OR THE AMOUNT YOU PAY TO GOOD CHANGE, IF ANY, IN THE PAST SIX MONTHS, FOR ACCESS TO OR USE OF THE SERVICES.
Some states do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and exclusions may not apply to you.
8.3 IndemnificationYou agree to hold harmless, defend, and indemnify SmartChange and the Providers from all liabilities, claims, demands, or suits (including without limitation threatened claims, demands, or suits), and expenses (including without limitation reasonable attorneys’ fees), that are due to, arise from, or otherwise relate to:
(i) your use or misuse of the Services or the Content;
(ii) any intellectual property rights or other proprietary rights of any third party, and
(iii) your breach of this Agreement. SmartChange may assume exclusive control of any defense of any matter subject to indemnification by you (which shall not excuse your obligation to indemnify SmartChange), and you agree to cooperate with SmartChange in such event. You shall not settle any dispute subject to your indemnification under this Agreement without prior written consent from SmartChange.
9. General Terms
9.1 Controlling Law
These Terms will be governed by the laws of the State of Arkansas without regard to or application of its conflict of law provisions or your state or country of residence.
9.2 Severability and Waiver.
Waiver. SmartChange’s waiver of a breach or violation of any term or provision of the Terms shall not operate or be construed as a waiver of any subsequent breach or limit or restrict any right or remedy otherwise available to SmartChange. No delay by SmartChange in the exercise of any right or remedy hereunder shall operate as a waiver thereof and no single or partial exercise by SmartChange of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. Acceptance by SmartChange of any payment hereunder shall not be construed or deemed to constitute a waiver of any breach of these Terms. Any waiver must be in writing and signed by the party to be bound thereby. Except as otherwise expressly provided herein, any consent or waiver may be given or withheld in the sole and absolute discretion of SmartChange.
Severability. If any provisions of these Terms of Service are held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.
9.3 Assignment
You may not assign any of your rights or obligations under this Agreement, and any such attempt will be void. SmartChange may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
9.4 Changes to the Service
We reserve the right, at any time and in our sole discretion, to amend, modify, suspend, or terminate the Services, the Content, and any part thereof, without notice to you. SmartChange shall have no liability to you or any other person or entity for any modification, suspension, termination, or loss of information.
9.5 Termination
These Terms will remain in full force and effect while you use the Services. If you wish to terminate this Agreement for your Donor Account, then you may simply discontinue using the Services. If you wish to terminate this Agreement for your Fundraiser Account, then you must provide thirty days written notice to us. SmartChange may terminate your access to all or any part of the Services or Content at any time, with or without cause, with or without notice, effective immediately. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation ownership provisions, payment obligations, warranty disclaimers, release of claims, indemnity, and limitations of liability. Nothing in this section shall affect SmartChange’s right to change, limit, or stop the provision of the Services without prior notice, as provided in Section
9.6 No Third-Party Beneficiaries
Except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
9.7 Headings
The headings of the sections contained in these Terms are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of the Terms.
9.8 Changes to Terms
We reserve the right to change these Terms of Service at any time by posting the most current version of the Terms with a new Effective Date shown. It is your responsibility to review these Terms of Service prior to each use of the Services, and by continuing to use the Services, you agree to any changes. If you do not agree to these Terms, then you must discontinue using the Services immediately.
9.9 Additional Terms
Special terms or rules may apply to some services offered on our web site or mobile applications, such as rules for special promotions or other features or activities. Any such terms are in addition to these Terms. In the event of any conflict or inconsistency between these Terms, our Privacy Policy, and any rules, restrictions, limitations, terms, or conditions that may be communicated to users of the Service, SmartChange shall determine which rules, restrictions, limitations, terms, or conditions control and prevail, in our sole discretion, and you specifically waive any right to challenge or dispute such determination.
9.10 Dispute Resolution: Agreement to Arbitrate
Please read the following sections carefully, as they affect your rights.ANY DISPUTE, CLAIM, OR CONTROVERSY BETWEEN YOU AND GOOD CHANGE RELATING IN ANY WAY TO THIS AGREEMENT, THESE TERMS, OR YOUR ACCESS TO OR USE OF THE SERVICES OR CONTENT, WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT (INCLUDING WITHOUT LIMITATION FRAUD, MISREPRESENTATION, FRAUDULENT INDUCEMENT, OR NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY (“DISPUTE”), WILL BE RESOLVED BY BINDING ARBITRATION IF IT CANNOT BE RESOLVED THROUGH NEGOTIATION AS SET FORTH IN THIS SECTION 9.10. ARBITRATION MEANS THAT THE DISPUTE WILL BE RESOLVED BY A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. THE ARBITRATOR WILL DECIDE ALL THRESHOLD QUESTIONS, INCLUDING WITHOUT LIMITATION ISSUES RELATING TO THE ENFORCEABILITY, REVOCABILITY, OR VALIDITY OF THIS SECTION 9.10 AND WHETHER EITHER PARTY LACKS STANDING TO ASSERT THEIR CLAIM(S).NOTWITHSTANDING THE FOREGOING, YOU AND SmartChange AGREE THAT EITHER PARTY MAY SEEK INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO (I) ENJOIN INFRINGEMENT OR OTHER MISUSE OF ANY PARTY’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING WITHOUT LIMITATION VIOLATION OF ANY DATA USE RESTRICTIONS CONTAINED IN THIS AGREEMENT OR OTHER MISUSE OF THE CONTENT), OR (II) ENJOIN SCRAPING, WEB CRAWLING, OR UNAUTHORIZED ACCESS TO EITHER PARTY’S WEB SITES OR SERVICES.
If you have a Dispute with SmartChange, you must send written notice describing the Dispute to SmartChange to allow SmartChange an opportunity to resolve the Dispute informally through negotiation. The notice must include the name and contact information of the party providing notice, the facts giving rise to the claim, and the relief requested. You must send your notice to the following address: Level Wins, LLC, Attn: Legal Department, 6834 Cantrell Road #2406, Little Rock, AR 72207.
If we have a Dispute with you, we will send written notice (e-mail or letter) describing the Dispute to you through the contact information you have provided to us. Aside from the injunctive relief set forth above, both parties agree to negotiate resolution of a Dispute in good faith for no fewer than 45 days after notice of a Dispute has been provided. If the Dispute is not resolved within 45 days from receipt of notice of the Dispute, then the parties to the Dispute must mediate the dispute within 60 days of the expiration of the 45-day negotiation period. If the dispute is not resolved through mediation, then you or SmartChange may proceed to have the Dispute resolved through arbitration as each party’s exclusive Dispute resolution process (except for the injunctive relief exceptions set forth above).
Again except for the injunctive relief exceptions set forth above, BOTH PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO COURT ACTION AND THEIR RIGHT TO A JURY OF ANY DISPUTE THAT THEY MIGHT HAVE ARISING OUT OF THIS AGREEMENT OR THESE TERMS.Any arbitration, if required, will be conducted by AAA under its then current and applicable rules and procedures, which are located at http://www.adr.org, and these rules will govern the payment of all filing, administration, and arbitrator fees, unless this Section
9.10 expressly provides otherwise. The party submitting a dispute for resolution through arbitration will pay AAA’s filing fee. Each party will pay their pro rata share of administration and arbitrator fees under AAA’s rules. The party that ultimately loses will pay the reasonable documented attorneys’ fees and costs of both parties. The arbitration shall be held in Little Rock, Arkansas. YOU AND SmartChange EACH WAIVE ALL RIGHTS TO CONDUCT DISPUTE RESOLUTION PROCEEDINGS IN A CLASS ACTION OR CONSOLIDATED ACTION. YOU AND SmartChange EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.If any clause within this Section
9.10 is determined to be illegal or unenforceable, that clause will be severed from this Section 9.10, and the remainder of this Section will be given full effect. If the arbitrator determines this Section 9.10 is unenforceable, invalid, or has been revoked as to any claim(s), then the Dispute as to such claim(s) will be decided by the courts in the state of Arkansas, Pulaski County, or the United States District Court for the Eastern District of Arkansas, and the parties irrevocably submit to the exclusive jurisdiction of such courts.The Federal Arbitration Act, applicable federal law, and the laws of the state of Arkansas, without regard to principles of conflict of laws, will govern this Agreement and any Dispute that might arise between SmartChange and you.
9.11 Entire Agreement
These Terms are the entire and exclusive agreement between you and SmartChange (excluding any services for which you have a separate agreement with SmartChange that is explicitly in addition to or in place of these Terms), and these Terms supersede and replace any prior agreements between SmartChange and you regarding the Services.
SmartChange
6834 Cantrell Road #2406
Little Rock, AR 72207