Tiltify Terms of Service

Last Updated: May 17, 2017

Welcome to the Tiltify, Inc. (“Tiltify”) website located athttps://tiltify.com(the “Site”). Please read these Terms of Service (“Terms”) carefully because they govern your use of our Site and our crowdfunding platform accessible via our Site. To make these Terms easier to read, the Site and our platform are collectively called the “Platform.”

ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND CLIENT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Tiltify & Our Role

Our Platform’s main role is to allow users to (i) set up a campaign (“Campaign”) to benefit a particular cause or charity (“Cause”); and (ii) support a Cause, for example by donating money to a Cause through a Campaign. For purposes of these Terms:

  1. “Cause Owner” means the charities or other organizations that are listed under the list of Causes page(https://tiltify.com/explore?section=causes)
  2. “Cause Page” means the page on the Platform that is created when a Cause registers on the Platform.
  3. “Campaign Sponsor” means an individual who creates a Campaign for the benefit of a Cause.
  4. “Supporter” means an individual who donates to a Cause through the Platform.
  5. “Contribution” means the money a Supporter gives to a Cause through the Platform.

These terms cover end-users who (i) generally interact with the Platform and (ii) Supporters and Campaign Sponsors. If you are a Cause Owner, a separate agreement (https://tiltify.com/pages/cause-terms-of-service) governs your use of the Platform.

Our Platform helps individuals, entities or organizations raise awareness and money for Cause Owners through Contributions, but we do not pick or endorse any such individuals, entities or organizations or any Campaign or Cause Owner. We merely provide a platform to allow Cause Owners to connect with Campaign Sponsors and Supporters. The Platform is not a solicitation of donations by Tiltify and Tiltify does not engage in any solicitation activities on behalf of any individuals, entities or organizations or any Campaigns or Cause Owners.

Agreement to Terms

By using our Platform, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Platform. If you are accessing and using the Platform on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

Privacy Policy

Please refer to our Privacy Policy (https://tiltify.com/pages/privacy-policy) for information on how we collect, use and disclose information from our users.

Changes to Terms or Platform

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Platform after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Platform anymore. Because our Platform is evolving over time we may change or discontinue all or any part of the Platform, at any time and without notice, at our sole discretion.

Who May Use the Platform

Eligibility

You may use the Platform only if you are 18 years or older and capable of forming a binding legal contract with us (or between the ages of 13 and 17 and using the Platform with parental or legal guardian consent and supervision) and are not barred from using the Platform under applicable law.

Registration and Your Information

If you want to use certain features of the Platform you’ll have to create an account (“Account”). You can do this via the Site or through your account with certain third-party services such as Facebook, Twitter, Twitch, and Google+ (each, a “Third-party Account”). If you choose the Third-party Account option we’ll create your Account by extracting from your Third-party Account certain personal information such as your name and email address and other personal information that your privacy settings on the Third-party Account permit us to access.

It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

Contributions, Tiltify Fees & Payment

Setting up an Account and setting up a Campaign as a Campaign Sponsor is free.

When you make a Contribution, we deduct a transaction fee, calculated as a percentage of the Contribution. For our standard Platform usage, this transaction fee is up to 5%. Our fee is deducted from the Contribution by the third-party payment processor or by the Cause Owner; you will not see it as a surcharge to your Contribution. We never handle any part of the Contribution. We merely receive our fee from the third-party payment processor or Cause Owner.

If you make a Contribution, our third-party payment processing service will charge the payment method you designate via the Service (e.g., PayPal or credit card). The third-party processor will then transfer the Contribution to the Cause Owner. The applicable fees will be deducted from the Contribution by the third-party payment processor. We are not responsible for the performance of any third-party payment processing services.

Unless otherwise specified in connection with a particular Cause Page, all Contributions are made as unrestricted gifts and may not be specified for any particular purpose. Tiltify makes no representation as to whether all or any portion of your Contributions are tax deductible. Tiltify will have no liability for any claim by any federal, state, local or any other tax authority with respect to the characterization on any applicable tax return of any Contribution by you or any Tiltify user, or any Cause Owner. You should consult your tax advisor as to the amount (if any) of your Contribution that is tax deductible, particularly if you receive a reward in connection with your Contribution. You are responsible for all taxes associated with your use of the Platform.

Neither Contributions, nor our fees and charges, are refundable. If any Contribution or other paid amount is not accepted or honored, a returned payment fee may be charged to the Cause Owner to which you attempted to donate to cover our administrative costs.

All donations are at your own risk. Please make sure that when you make a Contribution you understand the Cause you donate to, who the Cause Owner is, and how your Contribution will be used. When making a Contribution, only donate to those Causes you feel comfortable donating to or otherwise know and trust. Tiltify does not control what any Cause does with Contributions, and Tiltify does not and cannot warrant or represent the actual purpose to which any Contribution will be used by the recipient Cause.

Charities

All Campaigns and Cause Pages are solely to benefit bona fide charitable organizations with tax-exempt status in the United States under section 501(c)(3) of the Internal Revenue Code or comparable status under other applicable law based on where your organization and your Supporters are located. We do not select these organizations, nor do we verify charity status, though we reserve the right to do so, and the third-party payment processors also may do so.

Some Cause Owners may provide logos and other information that they authorize for use in Campaigns. Any such materials may be used only in the form provided and only for use in a Campaign for that Cause Page. In addition, any Cause Owner may withdraw permission to use its name or logo, or to conduct a Campaign on its behalf, at any time in its absolute discretion, and we will honor any such requests even if it means terminating any affected Campaign. If you are a Campaign Sponsor, you are independently responsible for complying with all applicable laws in all of your actions related to your use of the Platform, regardless of the purpose of the use, including any laws relating to raising funds for charity. If any state regulatory agency overseeing charitable solicitation activity has concerns, we may direct these concerns to the Campaign Sponsor in our discretion. We will of course cooperate in any investigation by any regulatory agency with concerns that a law is being violated by our users.

Rewards

Cause Owners or Campaign Sponsors may choose to offer rewards in connection with their Cause Pages or Campaigns. Cause Owners and Campaign Sponsors are solely responsible for the rewards they offer, the information you provide them for such rewards, and for any terms and conditions relating thereto or compliance with applicable requirements in this regard.

Feedback

We welcome feedback, comments and suggestions for improvements to the Platform (“Feedback”). You can submit Feedback via ourFeedback Form.You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Content and Content Rights

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Platform; and (ii) “User Content” means any Content that users (including you) provide to be made available through the Platform, including any Cause Page or Campaign. Content includes without limitation User Content.

Content Ownership, Responsibility and Removal

Tiltify does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Tiltify and its licensors exclusively own all right, title and interest in and to the Platform and Content, including all associated intellectual property rights. You acknowledge that the Platform and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform or Content.

Rights in User Content Granted by You

By making any User Content available through Platform you hereby grant to Tiltify a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Platform and Content to you and to other Account holders.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Platform, nor any use of your User Content by Tiltify on or through the Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You can remove certain of your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Platform. Without limiting the foregoing, if you establish a Campaign, you acknowledge and agree that you cannot delete your Campaign page after that date, but you may set an end date for your Campaign so that new Contributions cannot be accepted via your Campaign after that end date. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content or Campaigns you create.

General Prohibitions and Tiltify’s Enforcement Rights

You agree not to create a Campaign or offer any rewards to raise funds for illegal activities, to cause harm to people or property, or to scam other users. You must comply with all applicable laws and regulations relating to any Campaigns and your Contributions, as applicable.

Without limiting the foregoing, you agree not to do any of the following:

  1. Post, upload, publish, submit or transmit any Content or use the Platform in any way that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
  2. Use, display, mirror or frame the Platform or any individual element within the Platform, Tiltify’s name, any Tiltify trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Tiltify’s express written consent;
  3. Access, tamper with, or use non-public areas of the Platform, Tiltify’s computer systems, or the technical delivery systems of Tiltify’s providers;
  4. Attempt to probe, scan or test the vulnerability of any Tiltify system or network or breach any security or authentication measures;
  5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Tiltify or any of Tiltify’s providers or any other third party (including another user or Cause Owner) to protect the Platform or Content;
  6. Attempt to access or search the Platform or Content or download Content from the Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Tiltify or other generally available third-party web browsers;
  7. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  8. Use any meta tags or other hidden text or metadata utilizing a Tiltify trademark, logo URL or product name without Tiltify’s express written consent;
  9. Use the Platform or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  10. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform or Content to send altered, deceptive or false source-identifying information;
  11. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform or Content;
  12. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform;
  13. Collect or store any personally identifiable information from the Platform from other users of the Platform without their express permission;
  14. Impersonate or misrepresent your affiliation with any person or entity;
  15. Violate any applicable law or regulation; or
  16. Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Platform or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content (including any Cause Page, Campaign, or posting), at any time and without notice, including but not limited to if we, at our sole discretion, consider any such Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

DMCA/Copyright Policy

Tiltify respects copyright law and expects its users to do the same. It is Tiltify’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see our Copyright and IP Policy at(tiltify.com/copyright-policy), for further information.

Links to Third Party Websites or Resources

The Platform may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

Termination

We may terminate your access to and use of the Platform, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by clicking on the “Delete Account” button in your Account, except when you have an active Campaign; once that Campaign is ended you will then be able to delete your Account. Upon any termination, discontinuation or cancellation of Platform or your Account, all provisions of these Terms which by their nature should survive will survive, including the provisions entitled “Agreement to Terms,” “Feedback,” “Content and Content Rights", “General Prohibitions and Tiltify’s Enforcement Rights", “Links to Third Party Websites or Resources", “Termination", “Warranty Disclaimers", “Indemnity,” “Limitation of Liability", “Dispute Resolution” and “General Terms.”

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO REPRESENTATIONS AND WARRANTIES RELATING TO CAUSE PAGES OR CAMPAIGNS AND DISCLAIM ANY AND ALL LIABILITY RELATING THERETO. We make no warranty that the Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

If you are a Campaign Sponsor, you shall meet all commitments you make in or relating to your Campaign (including any rewards offered by you). You accept that you do not own or control any Campaign, including a Campaign you start yourself, and you do not have any approval or removal rights with respect thereto. You must respond promptly and truthfully to all questions posed to you by Tiltify and users of the Platform. If you are unable to fulfill any of your commitments, you will work with the Cause Owner and the Supporters who have supported your Campaign to reach a mutually satisfactory resolution, which may include refunding monies paid by Supporters. You are responsible for collecting and remitting any taxes on amounts received by you. Tiltify may attempt to verify your identity and other information you provided to us, and we may delay, withhold, reverse or refund any amounts paid without notice or liability in the event we are unable to verify any information to our satisfaction.

If you are a Campaign Sponsor or Supporter you are solely responsible for asking questions and investigating the Cause to the extent you feel is necessary before making any Contribution. Regardless of whether you are a Campaign Sponsor or Supporter, you are solely responsible for the actions you take to establish, donate to, or otherwise support a Cause or Campaign. Tiltify cannot and does not guarantee that monies raised will be used as promised, or that the Cause or Campaign will achieve its goals. Tiltify does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any Cause, Campaign, or Contribution, or the truth or accuracy of the User Content made available on the Service. If you are a Supporter, you are solely responsible for determining how to treat the Contributions made by you, including for tax purposes.

Indemnity

You will indemnify and hold harmless Tiltify and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including without limitation reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Platform or Content, (ii) any Campaign created by you, (iii) your User Content, or (iv) your violation of these Terms.

Limitation of Liability

EXCEPT AS OTHERWISE PROVIDED FOR IN THESE TERMS, NEITHER TILTIFY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TILTIFY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL TILTIFY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO TILTIFY FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO TILTIFY, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TILTIFY AND YOU.

For New Jersey residents, the limitations set forth above are inapplicable where attorneys’ fees, court costs, or other damages are mandated by statute.

Dispute Resolution

Governing Law

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

Agreement to Arbitrate

You and Tiltify agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Tiltify with written notice of your desire to do so by email or regular mail atcontact@tiltify.comor 9740 Campo Rd. Suite 1002, Spring Valley CA 91977 within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice). If you don’t provide Tiltify with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Central District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Tiltify with an Arbitration Opt-out Notice,you acknowledge and agree that you and Tiltify are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.Further, unless both you and Tiltify otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available atwww.adr.org/arb_medor by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a Demand for Arbitration form available athttps://www.adr.org/aaa/faces/rules/formsearch/conform) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and Tiltify otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Tiltify submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Tiltify will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees

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

Changes

Notwithstanding the provisions of the “Changes to Terms or Platform” section above, if Tiltify changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email tocontact@tiltify.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Tiltify’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Tiltify in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General Terms

These Terms constitute the entire and exclusive understanding and agreement between Tiltify and you regarding the Platform, Content, Causes, Cause Pages, and Campaigns and these Terms supersede and replace any and all prior oral or written understandings or agreements between Tiltify and you regarding the Platform, Content, Causes, Cause Pages, and Campaigns. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Arbitration” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Tiltify’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Tiltify may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Tiltify under these Terms, including those regarding modifications to these Terms, will be given: (i) via email to the email address you provide us via the Platform; or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Tiltify’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Tiltify. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Platform, please contact Tiltify atcontact@tiltify.comby email or by mail at 9740 Campo Rd. Suite 1002, Spring Valley CA 91977.