ACCEPTANCE OF TERMS
The site is operated by Focal-Shift (“Focal-Shift” or the “Foundation” occasionally referenced as the “Company”). The following page data explains and enacts all terms and conditions (the “Terms”) for the website at http(s)://Focal-Shift.org. All other sites owned and or operated by Focal-Shift that redirect and or link to, in addition to all subdomains, subfolders, back office dashboards, user, investor, and member profiles (collectively, the “Site”), as well as any service owned or operated by the Company (together with the Site, the “Service”)
Focal-Shift requires that all users to its network(“the Site”) agree to the terms of service set forth in this following Agreement. It is the sole responsibility of all users, both members as well as visitors, to review this page before proceeding to use the site. Focal Shift is a registered foundation pursuant the laws and limitations set forth by international jurisdiction.
Focal-Shift provides a plethora of digital tools to humanitarian based endeavors making a positive impact in society. Among our services, we offer support and management tools to individuals, registered businesses, non-profit organizations as well as processing services and the management thereof for accredited investment parties.
RULES & GOVERNING REGULATIONS (Including modifications to the User Agreement)
As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Service. You are responsible for all of your content within your profile/ dashboard, your personal “Cluster” (if applicable) as well as any posted content throughout Clusters from your account including any and all activity in connection with the Site.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any User Submission, that:
I. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
II. you know is false, misleading, untruthful or inaccurate;
III. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane;
IIII. constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters;
V. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Focal-Shift or any third party; or
VI. impersonates any person or entity, including any employee or representative of Focal-Shift.
Focal-Shift reserves the right to terminate accounts created by users who appropriate the name, e-mail address, or other personally identifiable information of another individual. Focal-Shift,also reserves the right to refuse to approve a user account or terminate an existing user account with or without cause or notice (other than any notice required by applicable law and not waived herein) for any reason at any time. Focal-Shift is not liable for any losses or damages incurred by you as a result of the termination of your account or refusal of the service.
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Focal-Shift in its sole discretion) an unreasonable or disproportionately large server loads on Focal-Shift (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Focal-Shift may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Mail list, Listserv, any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
You are independently responsible for complying with all applicable laws in all of your actions related to your use of Focal-Shift services, regardless of the purpose of the use.
The Focal-Shift logo is a trademark and service mark of Shift Focus Holdings. Focal-Shift or its licensors own and retain all proprietary rights in the Site, the Service and all materials referred to as content. The Site contains the copyrighted material, trademarks and other proprietary information of Shift Focus Holdings and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of Focal-Shift.
In addition, to the extent you receive information from Focal-Shift, Issuers or other Investors with respect to any Investment/donation activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Issuer or Investor. You agree that Focal-Shift may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of Focal-Shift, its users, or the public.
OUR PROPRIETARY MATERIAL
Focal-Shift and its licensors shall retain all intellectual property rights in the software, data, design, tools and any other material or content developed or provided by Shift Focus Holdings pursuant to this User Agreement including but not limited to the Focal-Shift Service, and all data, pictures, videos, text, sound, graphics, logos, marks, symbols, digital materials and any and all other content provided by Focal-Shift.
Focal-Shift, Focal-Shift.org, the Focal-Shift logo and any other product and service names that we may present on the Site are trademarks or registered trademarks of Shift Focus Holdings. Other trademarks, service marks or logos that appear on the Site may be the property of third parties and are likely to be registered trademarks and subject to restrictions as to their use. Your use of the Site does not grant you a right or license to use or reproduce any Focal-Shift or third-party trademarks without first receiving the express permission of both Focal-Shift and the Trademark owner.
Focal-Shift, the organizations registered with Focal-Shift and third-party providers collectively own all material and content of this Site. All such content is protected under intellectual property and proprietary rights laws. You may use the Site and its content and materials only for the purposes stated in this User Agreement. You may copy such content for your own personal, non-commercial use only, provided you do not alter it or remove any copyright, trademark or other proprietary notice. No other use of the Site’s content including but not limited to text, graphics, logos, sound, images, photographs, video, or software is permissible without the express written consent of Focal-Shift and where applicable, the copyright holder.
ELIGIBILITY TO USE THE SITE
By using the site, you represent and warrant that (1) all information you submit is truthful, current, complete and accurate; (2) your use of the site does not violate any applicable law or regulation; and (3) you are at least 18 years of age or have received parental consent and supervision when using the site. Focal-Shift may, at its sole and absolute discretion and at any time, terminate your privilege to use this Site for any other reason.
REGISTRATION DETAILS AND ACCOUNT SECURITY
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the registration Data, and any other information that you provide to Focal-Shift, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Focal-Shift.
SECURITIES NOTICE FOR INVESTMENT PARTIES
VERY FEW Campaign listings on this Site are only suitable for Accredited Investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are less liquid. Additionally, Investors may receive restricted stock that may be subject to holding period requirements. Companies seeking private placement investments tend to be in earlier stages of development and have not yet been fully tested in the public marketplace. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. As with all alternative investments, investors must meet certain eligibility tests to qualify as purchasers. Currently, entities must have assets of at least $5 million (or all individual owners meet accredited investor tests). Individuals must have a net worth of more than $1 million excluding primary residence or gross income for each of the last two years of at least $200,000 ($300,000 with spouse) with the expectation of the same income in the current year.
The value of investments and or potential income derived from transactions on the site can fall as well as risers any time. There is no predictive measures to base success as well as failure. Past performance is not a guarantee of future performance. The contents of this Site do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. You should obtain investment and tax advice from your advisers before deciding to make any contributions on the site. Perceived Investment products are not FDIC insured, may lose value, and there is no bank guarantee unless verified duly expressed on a campaign by campaign basis
None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared without reference to any particular User’s investment requirements or financial situation. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Focal-Shift is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all clients.
SERVICES PROVIDED BY FOCAL-SHIFT
Focal-Shift reserves the right to change the amount of, or basis for determining, any payments, and to institute new payments, effective upon prior notice to you. In addition, from time to time the provided services may change, without prior notice.
Focal-Shift requires all visitors who wish to ‘crowdfund’ on our website to sign up for an account by completing all required fields on the respective registration web pages on the Site. As part of the registration process, you agree to provide: (a) information about yourself that is truthful, current, complete and accurate; and (b) update this information so as to maintain its accuracy.
Focal-Shift and third parties acting on Focal-Shifts behalf may send you e-mail notifications from time to time in order to inform you about important information regarding your use of the Site and Focal-Shift Service. You may opt out from receiving such e-mails by selecting the “opt out” feature in each e-mail. However, even if you opt out you understand and agree that you will still be held responsible for the information contained in these e-mails.
You are solely responsible for maintaining the confidentiality of your password, username and all uses of your Crowdfunding account regardless of whether you have authorized such uses. You shall not share your personal account data with anyone else. To give additional administrative access to your team site, you must use the following process set for under team sites. You agree not to use the account, username or password of anyone else. You shall not disclose your password to anyone else. Multiple personal accounts are prohibited. You agree to have only one account. You agree to exit from your account at the end of each session and to take all reasonable precautions to prevent others from using your account. You agree to notify Focal-Shift immediately of any unauthorized use of your account. You may have only one Crowdfunding campaign active at one time on Focal-Shift. You may belong to other team sites which have active Crowdfunding campaigns as long as it is not associated with your current Crowdfunding campaign.
ADDITIONAL PROVISIONS SPECIFIC TO CROWDFUNDING ACCOUNTS
Any individual, entity or organization that registers for a Crowdfunding account is subject to the following additional terms of this User Agreement that apply specifically to Crowdfunding. By clicking the “Create a Campaign” and or “Launch” button, you indicate that you understand and agree to the following additional terms in the section below.
PROJECT COORDINATOR/ CROWDFUNDING REPRESENTATIONS
By registering to become a project coordinator, you warrant and represent that: (a) You are a U.S. Citizen, 18 years of age or older, or if you are under 18, you have received parental consent and are acting under parental supervision; (b) All information you provide to Focal-Shift is truthful, current, complete and accurate and you will update the information to maintain its accuracy; (c) You are raising money for a cause or activity that is legal under all applicable federal, state and local laws and regulations; (d) You will use all donated funds solely for the purpose you have stated on the Site, and under no circumstances may you use the funds for any other purpose; (e) You will make all reasonable efforts to send a thank you note to donors who have given to your project; (f) If you are a non-profit organization you: (i) have tax-exempt status under section 501(c)3 of the Internal Revenue Code; and (ii) are registered with the ‘Guidestar’ data base.
Additionally, you understand and agree that upon request, you may be required to provide supplementary information about yourself or your organization as a condition of continued use of the service. Project coordinators also authorize Focal-Shift to conduct background inquiries as Focal-Shift deems appropriate to assess a project coordinators eligibility for the Service or to review the teams continued use of the Service.
ADDITIONAL PROVISIONS SPECIFIC TO CONTRIBUTORS
Any individual, entity or organization that registers for a donor account is subject to the following additional terms of this User Agreement that apply specifically to donors. By clicking the “Donate Now” button, you indicate that you understand and agree to the following additional terms in the section below that apply specially to donors.
‘CONTRIBUTOR’ ACCOUNTS USER REPRESENTATIONS
By registering for a social/contributor/project coordinator account, you represent and warrant that:
(a) You are a U.S. Citizen, 18 years of age or older, or if you are under 18, you have received parental consent and are acting under parental supervision; (b) All information you provide to Focal-Shift is truthful, current, complete and accurate and you will update the information to maintain its accuracy; and (c) Any donation you make is legal in your jurisdiction. Focal-Shift will not be held liable for any loss or damages due to non-compliance. Additionally, by using the Focal-Shift service you understand and agree that your use of the Site and use or reliance upon any of the materials through the site is solely at your own risk. While we take reasonable efforts to review fundraising events for compliance with the Focal-Shift eligibility requirements, Focal-Shift does not verify, endorse or control all of the information on the Site (outside of official documentation)
THE SITE IS NOT FOR PERSONS UNDER THE AGE OF 13. If you are under 13 years of age, then please do not use the Site.
USER/ MEMBER CODE OF CONDUCT: APPLICABLE TO ALL USER LEVELS
In connection with User Submissions, you affirm, represent, and/or warrant that:
(i) You own, or have the necessary licenses, rights, consents, and permissions to use and authorize Focal-Shift to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Submissions to enable inclusion and use of User Submissions in the manner contemplated by Focal-Shift and these Terms, and
(ii) You have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by Focal-Shift and these Terms.
In connection with User Submissions, you further agree that you will NOT:
(i) submit material that is not authorized by the copyright owner, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post and sell the material and to grant Focal-Shift all of the license rights granted herein;
(ii) Publish falsehoods or misrepresentations that could damage Focal-Shift or any third party;
(iii) Submit material that is unlawful, false, inaccurate, misleading, defamatory, libelous, threatening, pornographic, harassing, hateful, racially/ethnically or religiously offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate;
(iv) Distribute or post spam, chain letters, advertisements, promotional materials, pyramid schemes or solicitations of business;
(v) Harvest or otherwise collect information about users, including email addresses, without their consent; or
(vi) Impersonate another person or entity.
You understand that when using the Site you will be exposed to User Submissions from a variety of sources, and that Focal-Shift is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Focal-Shift with respect thereto, and agree to indemnify and hold Focal-Shift, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.
As a condition of your use of the Site, you will not use the Site for any purpose that is unlawful or prohibited by these Terms.
(i) Access to the Focal-Shift Materials and the Site from territories where their contents are illegal is strictly prohibited. Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the Internet, technology, data, email, or privacy.
(ii) Your use of any of the Focal-Shift Materials other than for approved commercial or non-commercial use is strictly prohibited.
(iii) You may not use the Site in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use of the Site.
(iv) You may not intentionally interfere with or damage the operation of the Site or any User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code.
(v) You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of any content accessible through the Site, or features that enforce limitations on the use of the Site.
(vi) You may not attempt to gain unauthorized access to the Site, or any part of it, other accounts, computer systems or networks connected to the Site, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site.
(vii) You agree neither to modify the Site in any manner or form, nor to use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site.
(viii) The Site may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
(ix) You may not utilize framing techniques to enclose any trademark, logo, or other Focal-Shift Materials without our express written consent.
(x) You may not use any meta tags or any other “hidden text” utilizing the name of the Site or associated trademarks or Focal-Shift name or trademarks without our express written consent.
(xi) You may not deep-link to the Site and will promptly remove any links that Focal-Shift finds objectionable in its sole discretion.
(xii) You may not use any logos, graphics, or trademarks of Focal-Shift or those related to the Site as part of the link without our express written consent.
(xiii) You may not send junk mail to other Users, including, but not limited to unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
TRANSACTIONS BETWEEN PARTIES
Focal-Shift serves as an intermediary between project coordinators and contributors. If a Focal-Shift fundraising event is found to be in violation of the terms of this User Agreement, Focal-Shift reserves the right to terminate the fundraiser and user account and return funds to donors in the form of a gift certificate that donors may use towards another project of their choice.
Focal-Shift does not warrant that funds will be used for any particular purpose and is not responsible for any misuse of the funds by the project coordinator and or associates thereof. In addition, donations made on Focal-Shift are nonrefundable. After Focal-Shift transfers funds to the beneficiary, all further dealings are solely between you and such organizations and the representing individuals. By using this site you understand and agree that Focal-Shift shall not be responsible for any losses or damages incurred as a result of a Crowdfunding and or donation based event. In the event of a dispute between users (including but not limited to fundraisers, donors, beneficiaries, and third parties), you agree to release Focal-Shift, its employees, agents, affiliates, directors, officers, representatives, subcontractors, advisers and volunteers or anyone else who has participated in the creation development or delivery of this Site (collectively “Focal-Shift and its Affiliates”) from all claims, damages and demands that may or may not be known, suspected or related to such disputes about our service. Although Focal-Shift shall not be held liable for the actions of a project coordinator, Focal-Shift reserves the right to terminate a Crowdfunding event at any time and for any reason. as previously stated, Focal-Shift also reserves the right to remove a Crowdfunding event and/or User from the Site at any time and for any reason.
DISCLAIMER OF WARRANTIES
Focal-Shift makes no warranties regarding the safety of the Site and the accuracy of the content on the site. Focal-Shift retains the right to restrict the use of the Site for any reason and at any time.
Each party represents and warrants that it shall perform its obligations so as to comply with applicable federal, state and local laws, ordinances and regulations. Additionally, you warrant that you own or otherwise have sufficient rights to grant the license granted to your proprietary material in compliance with all applicable laws and regulations including but not limited to any U.S. patent, copyright, trademark, or trade secret law or regulation. You further warrant that the use of your proprietary material will not infringe upon any intellectual property, or any other rights of any third party.
Except as otherwise expressly provided, all content, information, services and tools and on this Site are provided on an “As Is”, “As Available” basis. Use of this Service is solely at your own risk. Focal-Shift EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Focal-Shift MAKES NO WARRANTY THAT THE CONTENT AND SOFTWARE ARE ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE. To the extent permissible by law, Focal-Shift expressly disclaims any and all other warranties and makes no representation as to whether online donations are tax deductible. Focal-Shift shall have no liability for any claim by any federal or state tax authority with respect to any characterization by you or any user on any applicable federal or state tax return.
AS PREVIOUSLY STATED, FOCAL-SHIFT DOES NOT REPRESENT OR WARRANT THAT THE SITE MATERIALS OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE, ITS SERVERS OR EMAIL SENT FROM FOCAL-SHIFT OR THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FOCAL-SHIFT IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOS OR VIDEOS. FOCAL-SHIFT ALSO MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY, RELIABILITY OR SECURITY OF THE SITE AND SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ANY MODIFICATION, SUSPENSION, UNAVAILABILITY, OR DISCONTINUANCE OF THE SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREON.
LIMITATION OF LIABILITY
IN NO EVENT SHALL FOCAL-SHIFT, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You agree and shall defend, indemnify, and hold harmless Focal-Shift, its affiliates and each of its affiliates employees, contractors, directors, suppliers and representatives (collectively, the “Indemnified Parties”) from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of the Agreement, or infringement by you, or any additional users you may give access including unauthorized third parties using your account. Focal-Shift reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Focal-Shift in asserting any available defenses.
The Site may provide links to third-party websites or services and may link you automatically to sponsor’s or third-party’s websites or services. Focal-Shift provides such links solely as a convenience to you. Focal-Shift does not maintain, review, endorse or take responsibility for the content, products, services or other materials of linked sites. You understand and accept that you take full responsibility for your use of third-party websites or services.
CONTENT ON WEBSITE
You are solely responsible for the content you post on the Site including but not limited to photos, text, videos, graphics, and personal profiles. Information, ideas or opinions posted by users of the Site do not necessarily reflect our views and Focal-Shift does not take any responsibility for the accuracy of any information, ideas or opinions posted by users. Focal-Shift shall not be liable for any damages or losses resulting from such information, ideas or opinions. As a Focal-Shift user, you understand and agree that Focal-Shift may terminate any fundraising event, user membership or access to use the site at any time and for any reason. By posting any information or other content on the Site, you have authorized Focal-Shift to publish such materials in any manner desired without any obligation to compensate you or anyone else.
You further understand and agree that Focal-Shift may monitor and delete any content that we, in our sole and absolute discretion, believe violates the terms of the this User Agreement or which may be illegal or offensive, or which poses a threat to the rights or safety of Focal-Shift users. Prohibited content includes but is not limited to anything that:
Is unlawful, defamatory, harassing, inciting, threatening, hateful, harmful, bigoted, racially offensive or otherwise objectionable;
Interferes with another user’s rights to privacy;
Displays sexually explicit material of any kind;
Collects, stores or solicits user’s personal information for commercial or unlawful purposes without the consent of Focal-Shift.
Encourages conduct that could constitute a criminal offense, gives rise to civil liability or otherwise violates any applicable law or regulation;
Contains any personally identifiable information about another use without that person’s express consent;
Uses false or misleading e-mail addresses or attempts to disguise the origin
Posts any trademarks, logos, copyrighted material or other intellectual property without the authorization of the owner;
Posts any materials that may damage the operation of a computer (such as a virus worm or Trojan horse); or
Advertises or sells any goods or services
CAMPAIGN CONTRIBUTIONS THROUGH FOCAL-SHIFT
Focal-Shift provides online Crowdfunding tools to non-profit organizations, individuals raising money on behalf of non-profit organizations, and individuals who wish to raise money for projects unaffiliated with a non-profit organization. Because Focal-Shift allows individuals to raise money for a wide variety of projects, not all of which are associated with non-profit organizations, Focal-Shift makes no representations and does not warrant that donations to any particular project are tax-deductible.
Additionally, Focal-Shift makes no representations or warranties regarding the accuracy of any information contained in Users’ profile and project pages. Users use the Site entirely at their own risk. Focal-Shift does not warrant that the information listed in a User’s profile page is an accurate description of the User or a real person. Focal-Shift does not warrant that the information listed in a User’s project page is an accurate description of the project, the User’s intended use of donations or that the project exists. Focal-Shift does not warrant that a User who receives donations for a project will use the funds in a manner specified in their project description. If you have any reservations regarding the legitimacy of a particular fundraiser or fundraising event, It is your sole responsibility to make the decision whether to contribute or not.
FEES, INTEREST EARNED AND TAXES
Processing of funds and Availability
Focal-Shift charges a fee of 5% per transaction on all proceeds from fundraiser projects. This 5% fee currently includes all credit card processing fees (2.9%) but does not cover the Disbursement of funds (less all applicable fees) if transfers need to be made outside of the standard process. Users and/or beneficiaries have full responsibility for all applicable taxes for funds paid. User agrees to indemnify, defend and hold Focal-Shift harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on Focal-Shift by the relevant taxing authorities with respect to any funds paid.
VIOLATIONS AND TERMINATION
Focal-Shift does not permit copyright infringing activities on the Site, and reserves the right to terminate access to the Site, and remove all content submitted, by any persons who are found to be repeat infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Site may be referred to appropriate law enforcement authorities. Any funds your project has received will be forfeited and credited back to the donating Users’ accounts. These remedies are in addition to any other remedies Focal-Shift may have at law or in equity.
You agree that Focal-Shift, in its sole discretion and for any or no reason, may terminate any member or customer account (or any part thereof) you may have at the Site or your use of the Site, and remove and discard all or any part of your account or any User Submission, at any time. Focal-Shift may also in its sole discretion and at any time discontinue providing access to the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site or any account you may have or portion thereof may be effected without prior notice, and you agree that Focal-Shift shall not be liable to you or any third-party for any such termination. Focal-Shift reserves the right to withhold and/or cancel donations to accounts prior to termination.
Under this User Agreement, you consent to receive communications from the Site electronically. We will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE
If you are a copyright owner or an agent thereof, and believe that any User Submission or other content hosted on the Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works from the Site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Site to locate the material;
Information reasonably sufficient to permit the Site to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Focal-Shift registered copyright agent to receive notifications of claimed infringement is:
You acknowledge that if you fail to comply with all of the requirements of this section your DMCA notice may not be valid.
RESOLUTION OF DISPUTES
This User Agreement shall be governed by the laws of the state of Delaware without regard to its conflict of laws provisions. You agree that any disputes or claim arising out of or in connection with this User Agreement shall be adjudicated in the state of Delaware. Any provision of this User Agreement that is found to be invalid or unenforceable will be replaced by a valid and enforceable provision that achieves, as near as possible, the same objectives as the deleted provision was intended to achieve. The remaining provisions of this User Agreement shall remain in full force and effect. The failure of Focal-Shift to act with respect to a breach by you does not waive the right of Focal-Shift to act with respect to similar future breaches. You may not attempt to assign or transfer any right or obligation set forth in this agreement without obtaining prior express written consent signed from an official council member at Valiant Ventures. This agreement shall be binding upon each party’s successors and assigns. Focal-Shift shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond Focal-Shift reasonable control. Any notice required or given to you under this User Agreement shall be sent to the e-mail address you provided by you upon registration. Except as otherwise expressly provided, all remedies provided for herein shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law or in equity. YOU AND FOCAL-SHIFT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURS. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Except as explicitly stated otherwise, legal notices shall be served on the Site’s national registered agent or to the email address you provide to the Site during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration or purchase process. In such case, notice shall be deemed given three days after the date of mailing.
This User Agreement constitutes the complete and entire understanding and agreement between Focal-Shift and you in connection with your use of this Site, hyperlinks to the Site and the content and software displayed on the Site, and supersedes any prior agreements, proposals or understandings between you and Focal-Shift including prior versions of the User Agreement. As a user of the Site you, you understand and are held responsible for periodically reviewing the terms of this User Agreement. Focal-Shift may update this User Agreement from time to time by posting revised versions of the Agreement on the Site without notice to you except that we will post the effective date at the top of the User Agreement. Any continued use of the software or Focal-Shift service by you after such amendments have been posted shall be deemed your acknowledgement and consent to the amended terms.