We want you to understand our terms, so if you have any questions, please contact us.
Subject to these Terms of Service, as amended from time to time, (“Terms”), Chesed Unlimited, LLC provides The Chesed Fund platform to you through its website at www.TheChesedFund.com as well as any other media form, media channel, mobile website, or mobile application related or connected to the platform (collectively, with any new features and applications, “Platform”) and related services (collectively, with Platform, including any new features and applications, “Services”). If you are a Fundraiser or Donor (both defined below), you are a user of our Services (“User”) and this legally binding agreement is between you, whether personally or on behalf of an entity, and Chesed Unlimited, LLC, 600 Reisterstown Road, Suite 401, Pikesville, MD 21208, and its affiliated companies (collectively, “Chesed,” “we,” “us,” “our,” and other similar terms).
ARBITRATION, JURY TRIAL, AND CLASS ACTION WAIVER: BY USING OUR SERVICES, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION BY THE BALTIMORE BAIS DIN RABBINICAL COURT, AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. PLEASE REVIEW THE DISPUTES SECTION CAREFULLY. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT.
Chesed makes no representation that our Services are appropriate or available in other locations other than where it is operated by Chesed. The information provided on our Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or would subject Chesed to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access our Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
All persons who are minors in the jurisdiction in which they reside (generally under the age of 18) are not permitted to register for our Platform or use our Services.
YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE OUR SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR SERVICES. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT WE MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE, ACCESS, OR CONTINUE TO USE OR ACCESS OUR SERVICES.
ACCESS AND USE OF OUR SERVICES
Chesed Services Description: Our Services are offered as a platform to allow an individual, entity, or nonprofit organization (“Fundraiser”) to accept monetary funds (“Donations”) for specific causes (each, a “Campaign”) from donors (“Donors”) on behalf of the beneficiary of the Fundraiser (“Beneficiary”). Neither the Fundraiser nor the Campaign will provide goods or services in exchange for Donations. Chesed is not affiliated with any Fundraiser.
Chesed is not a Payment Processor: Chesed is not a payment processor and does not hold any funds. Instead, Chesed uses third-party payment processing partners to process Donations to a Campaign (“Payment Processor”). You acknowledge and agree that the use of Payment Processors are integral to our Services and that we exchange information with Payment Processors to facilitate the provision of our Services.
Our Platform Provides Facilitative Services Only; We are not a Charity: Our Platform is administrative only. It facilitates the Campaigns of Fundraisers and allows Donors to make Donations to these Campaigns. Chesed is not a broker, agent, financial institution, creditor, or 501(c)(3) nonprofit corporation.
All information and content provided by Chesed relating to our Services is for informational purposes only, and Chesed does not guarantee the accuracy, completeness, timeliness, or reliability of any such information or content. No content is intended to provide financial, legal, tax, or other professional advice. Before making any decisions regarding any Campaigns, Charities (defined below), Donations, Donors, or any information or content relating to our Services, you should consult your financial, legal, tax, or other professional advisor as appropriate. You acknowledge that all information and content accessed by you using our Services is at your own risk.
Chesed has no control over the conduct of, or any information provided by, a User and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. We do not guarantee that a Campaign will obtain a certain amount of Donations or any Donations at all. We do not endorse any Campaign, Fundraiser, or cause, and we make no guarantee, express or implied, that any information provided through our Services is accurate. We expressly disclaim any liability or responsibility for the outcome or success of any Campaign. If you are a Donor, you must make the final determination as to the value and appropriateness of contributing to any Fundraiser or Campaign.
No Solicitation: Our Platform is offered to help Fundraisers raise money. Chesed merely provides the technology to allow Fundraisers and their Campaigns to connect with Donors. The existence of our Services is not a solicitation of Donations by Chesed, and Chesed does not engage in any solicitation activities. A Fundraiser may consult with Chesed on the running of a Campaign. By using our Services, you understand and agree that Chesed will not be responsible for the use of any Donations or the amount of funds raised for the Fundraiser or Campaign.
Donors: All Donations are at your own risk. When you make a Donation through our Platform, it is your responsibility to understand how your money will be used. Chesed is not responsible for any offers, promises, rewards, or Promotions (defined below) made or offered by Fundraisers or Campaigns. Such conduct violates these Terms. We do not and cannot verify the information that Fundraisers or Campaigns supply, nor do we represent or guarantee that the Donations will be used in accordance with any fundraising purpose prescribed by a Fundraiser or Campaign or in accordance with applicable laws. Notwithstanding the foregoing, we take possible fraudulent activity and the misuse of funds raised very seriously. You can learn more about our Fraud Policy. If you have reason to believe that a Fundraiser or Campaign is not raising or using the funds for their stated purpose, please contact us of this potential issue and we will investigate.
Donors are not permitted to impose restrictions on the use of Donations by a nonprofit organization, established as such under the applicable laws of incorporation and IRS regulations (“Charity”). To the extent that a Donation is made in response to an appeal for a particular program of a Charity, or to the extent that a Donor purports to direct the use of Donations by a Charity, any such directions will constitute non-binding recommendations only and the Charity will have full discretion to determine how all Donations will be used.
Chesed makes no representation as to whether all or any portion of your Donations, including, if any, Transaction Fees, are tax deductible or eligible for tax credits. Chesed will have no liability for any claim by any federal, state, provincial, territorial, local, or any other tax authority with respect to the characterization on any applicable tax return of any Donation by you, any User, or any Charity. You should consult your tax advisor as to the amount of your Donation that is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any Donation in any relevant jurisdiction.
Certain states require written disclosures for Charities soliciting contributions. For Donors making Donations to Charities, please see those states’ nonprofit disclosures for those Charities.
Fundraisers: If you are a Fundraiser, you represent, warrant, and covenant that:
(a) all information you provide in connection with a Campaign or Beneficiary is accurate, complete, and not likely to deceive reasonable Users;
(b) all Donations contributed to your Campaign will be used solely as described in the materials that you post or otherwise provide;
(c) if you withdraw Donations believed by reasonable Donors to be raised on behalf of someone other than you (i.e., the Beneficiary), all Donations will be given to and spent on behalf of the Beneficiary;
(d) if you add a Beneficiary through our Services, you relinquish control of the Donations, including the ability to issue refunds;
(e) you will not infringe on the rights of others;
(f) you will comply with all relevant and applicable law and financial reporting obligations, including but not limited to laws and regulations relating to registration, tax reporting, political contributions, and asset disclosures for your Campaign;
(g) to the extent you share with us any personal data of any third party for any purpose, including the names, email addresses, and phone numbers of your personal contacts or donors, you are required to allow us to use such personal data.
(h) you will not use Donor Data and Donor Lists (as defined below) for other campaigns, selling to 3rd parties, or other abuses of this information that Chesed provides. Chesed is not responsible, and will not be liable, for any Fundraiser’s use of any Donor information; and
(i) you will not provide or offer to provide goods or services in exchange for Donations. You authorize Chesed, and Chesed reserves the right, to provide information relating to your Campaign to Donors, Beneficiaries of your Campaign, or law enforcement, and to assist in any investigation thereof.
Chesed takes no responsibility for any funds that are disbursed to beneficiaries through the platform.
If you use our Services as an agent of a Charity to raise funds for such Charity, you represent and warrant that:
(a) you are a representative of the Charity, which representative is authorized to raise funds for the Charity and bind the Charity to these Terms;
(b) you are raising funds for a Charity, with a cause or activity that is legal under all applicable federal, state, provincial, territorial, and local laws and regulations;
(c) all donated funds will be used solely for the purpose you have stated on and in connection with your Campaign, and under no circumstances may you use the funds for any other purpose;
(d) your Charity has and will maintain tax-exempt status under applicable law; and
(e) your Charity is registered with the IRS tax exempt organization database.
Various issues, circumstances, and concerns may arise in the course of conducting a Campaign that cannot be anticipated and planned for under this Agreement. With the objectives of maintaining the integrity of a Campaign and of Chesed, and of treating Donors fairly, Chesed reserves the absolute right to do any of the following if Chesed determines in its discretion that such actions are necessary in order to achieve the foregoing objectives:
A. From time to time, Chesed, in its sole discretion, may place a hold on a Campaign, restricting withdrawals, initiate a reverse transfer, secure reserves, or take similar actions to protect its interests and those of its Users. Some of the reasons that we may take such actions include, but are not limited to, the following: (a) if we have reason to believe (in our sole discretion) that information provided by a Fundraiser is false, misleading, or fraudulent, or that funds are being used in a prohibited manner; (b) if the funds available (as determined by Chesed in its sole discretion) should be provided directly to a person other than the Fundraiser; (c) if we have reason to believe that a Campaign or Fundraiser has violated this Agreement; (d) if Chesed determines that the Fundraiser is colluding with Donors to engage in fraudulent activity; (e) if we have reason to believe (in our sole discretion) that there may be suspicious or fraudulent Donation activity; (f) if required to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations; or (g) as necessary to cover possible future chargebacks, refund requests, and Special Administrative Expenses (defined below).
B. Chesed may condition release of Donations to the Fundraiser on (a) written assurances from the Fundraiser and other interested persons or organizations that the Donations will be used only for the purpose promoted by the Fundraiser; (b) indemnifications from the Fundraiser and other interested persons or organizations from any claims, damages, penalties, losses, and expenses (including attorneys’ fees) that may be initiated against or incurred by Chesed arising from actions or omissions of persons or entities conducting or otherwise affiliated with a Campaign; and (c) other conditions that Chesed deems appropriate.
C. Chesed reserves the absolute right to accept, reject, cancel, or suspend any Campaign for any reason, or for no reason at all. Chesed is not required to give any reason to reject, cancel, or suspend a Campaign at any time. Similarly, Chesed may reject or cancel any Donation made at any time in the exercise of its sole discretion. Chesed will have no liability to Fundraisers or Donors for any actions taken by Chesed under this section.
You may be required to register with Chesed to access and use certain features of our Services. If you choose to register for our Services, you agree to provide and maintain true, accurate, current, and complete information about yourself or your Charity as prompted by our Services’ registration form. Fundraisers must register using their true identities (or the identities of the Charities’ authorized representatives). You agree to keep registration information current and up to date.
Charities: All Donations are subject to a Transaction Fee for each Donation.
A. Chargebacks and Refunds. Chesed may, at any time, for any reason, without notice, and in its sole discretion, offer or issue a refund of Donations, with or without consulting with you, which may comprise the entire amount donated to your Campaign. Chesed is not liable to you or to any third party for any claims, damages, costs, losses, or other consequences caused by Chesed issuing refunds, including, but not limited to, transaction or overdraft fees.
B. Receiving Funds. As a Charity, receipt of Donations, minus any applicable Transaction Fees, is based upon and subject to the applicable Payment Processor’s procedures and terms.
C. Taxes. Chesed does not withhold funds for tax purposes or otherwise. Charities will be solely responsible for taxes based on applicable international, federal, state, local, or any other taxes or levies, or for any applicable taxes based on their net income or gross receipts (if any).
D. Donor Lists and Other Data. A Charity may access information about a Campaign for the Charity, Donor Lists (defined below) and Donor Data (defined below) for compliance and transactional purposes. “Donor Data” means a Donor’s name, address, email address, phone number, Donation amount, date of transaction, and name of the Campaign. THE LIST OF DONORS WHO CONTRIBUTE TO A CHARITY’S CAMPAIGN THROUGH OUR SERVICES (“DONOR LISTS”) IS PROVIDED “AS IS,” AND CHESED MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES ABOUT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY DONOR LIST OR ANY INFORMATION CONTAINED THEREIN. Unless a Donor checks the “Anonymous” checkbox at the time of Donation or seeks to be anonymous through other means provided herein, by using our Services, the Donor consents to the disclosure of Donor’s Donor Data as described herein, including without limitation, disclosure as part of a Donor List. Chesed is not responsible, and will not be liable, for any Charity’s use of any Donor information.
E. Taxes: It is your responsibility to determine what, if any, taxes apply to the Donations you receive through your use of our Services. It is solely your responsibility to assess, collect, report, or remit the correct tax, if any, to the appropriate tax authority.
User Account, Password, and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Chesed of any unauthorized use of your password or account or any other breach of security; and (b) sign out from your account at the end of each session when accessing our Services. Chesed will not be liable for any loss or damage arising from your failure to comply with this section.
Modifications to Our Services: Chesed reserves the right to modify, suspend, or discontinue, temporarily or permanently, our Services (or any part thereof) at any time and for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs, or losses resulting therefrom.
Promotions on Our Platform: You are not permitted to offer any contest, competition, reward, giveaway, raffle, sweepstakes, or similar activity (each, a “Promotion”) on or through our Services.
Sales Prohibited on Our Platform: You are not permitted to offer any good or service in exchange for a Donation on our Platform.
No Fees; Voluntary Contributions: On our basic plan, Chesed does not charge Fundraisers a Platform fee. However, if a Fundraiser or Campaign requires Chesed to invest resources to manage, salvage, or rectify any Fundraiser or Campaign issues, then Chesed may charge a fee for such investment of its resources, and deduct such amount from the Donations or charge the Fundraisers for such amounts (the “Special Administrative Fees”).
Our Platform provides an opportunity for Donors to make a voluntary contribution to Chesed, which contributions serve as compensation allowing for the continued offering of our Services. Chesed is not a nonprofit organization and these voluntary contributions to Chesed are not tax deductible.
Payment Processing Fees: Payment processing fees are charged on Donations to Campaigns and are deducted from Donations prior to transfer to the Fundraisers. Payment processing fees are calculated on a percentage of Donations and on a per transaction basis (“Transaction Fee”). Additionally, we will deduct from Donations any amounts of chargebacks (and accompanying fees). At times, the Fundraiser may be a professional fundraiser and may deduct its own fee for its services from Donations prior to such Fundraiser delivering the Donations to a Campaign’s Beneficiary(ies). Contact such Fundraisers for information on their policies and charges for such fundraising services.
Billing: Chesed bills through an online billing account for Donations to Campaigns and contributions to Chesed. After donating and contributing, the Donor will receive a transaction receipt to the email address entered when donating. Donors authorize Chesed to charge your chosen payment provider for any such Donations and contributions. You agree to make payment using that selected payment method. If you have agreed to make a recurring Donation, then you consent to our charging your payment method on a recurring basis, without requiring your prior approval from you for each recurring charge until such time as you cancel the applicable Donation. All payments must be in U.S. dollars. Charges that are not disputed within 60 days of the date charged are conclusively deemed accurate.
Fees are exclusive of taxes and you will pay or reimburse Chesed for all taxes arising out of this Agreement, whether assessed at the time of your purchase or are thereafter determined to have been due. “Taxes” means any sales, use, and other taxes (other than taxes on Chesed’s income), export and import fees, customs duties, and similar charges applicable to the transactions contemplated by this Agreement that are imposed by any government or other authority. You agree to promptly provide Chesed with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim exemption.
Donation Accounts; Account Withdrawals: Fundraisers create accounts with a payment processor selected by Chesed. Donations will be made directly into these accounts. Amounts that will be deducted from these accounts include payment processing fees, Transaction fees, chargeback amounts and associated fees, and Special Administrative Fees.
While Chesed strives to make withdrawals available to Fundraisers promptly, you acknowledge and agree that withdrawals may not be available to you for use immediately, and Chesed does not guarantee that withdrawals will be available to you within any specific time frame, and Chesed expressly disclaims any and all responsibility for any delay or inability to access and use withdrawals at any specified time, and any consequences arising from such delay or inability.
All donations are final and no refunds will be issued, except as described herein in Chesed’s sole discretion.
Regarding Your Registration: By using our Services, you represent and warrant that:
(a) all registration information you submit is truthful and accurate;
(b) you will maintain the accuracy and completeness of such information;
(c) you will keep your password confidential and will be responsible for all use of your password and account;
(d) you are not a minor in the jurisdiction in which you reside; and
(e) your use of our Services does not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current or incomplete, or Chesed has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Chesed has the right to suspend or terminate your account and refuse any and all current or future use of our Services (or any portion thereof). You must notify Chesed immediately of any breach of security or unauthorized use of your account.
You are responsible to Chesed for the violation of this Agreement by any employee or agent of yours, any other person to whom you have given access to our Services, and any person who gains access to your account as a result of your failure to use reasonable security precautions, to the same extent as if you had committed the violation yourself, even if such violation was not authorized by you. You are responsible to Chesed for any fees arising from the use of our Services by any of these persons, even if that use was not authorized by you. Agreeing to these Terms creates an assumption of authorization by You for these persons.
Regarding Content You Provide: Our Platform may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to Chesed or to or via our Platform, including, without limitation, text, writings, video, audio, photographs, graphics, comments, suggestions, or personally identifiable information or other material (collectively “Contributions”). Any Contributions you transmit to Chesed will be treated as non-confidential and non-proprietary. When you create or make available a Contribution, you thereby represent and warrant that:
(a) the creation, distribution, transmission, public display and performance, accessing, downloading, and copying of your Contribution does not and will not infringe the proprietary rights, including, but not limited to, the copyright, patent, trademark, trade secret, or moral rights of any third party;
(b) you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize Chesed and our Platform Users to use your Contributions as necessary to exercise the licenses granted by you under this Agreement;
(c) you have the written consent, release, or permission of each and every identifiable individual person in the Contribution to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Contribution in the manner contemplated by our Platform;
(d) your Contribution is not obscene, lewd, lascivious, filthy, violent, harassing, or otherwise objectionable (as determined by Chesed), libelous or slanderous, does not ridicule, mock, disparage, intimidate or abuse anyone, does not advocate the violent overthrow of any government, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
(e) your Contribution does not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap; and
(f) your Contribution does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation.
By posting Contributions to any part of our Platform, or making them accessible to our Platform by linking your account to any of your social network accounts, you automatically grant, and you represent and warrant that you have the right to grant, to Chesed an unrestricted, unconditional, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, such Contributions, and to grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. Such use and distribution license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. Chesed does not assert any ownership over your Contributions; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions.
Chesed has the right, in our sole and absolute discretion, to:
(a) edit, redact, or otherwise change any Contributions,
(b) re-categorize any Contributions to place them in more appropriate locations; or
(c) pre-screen or delete any Contributions that are determined to be inappropriate or otherwise in violation of this Agreement.
Chesed reserves the right to take steps Company believes are reasonably necessary or appropriate to enforce and verify compliance with any part of this Agreement. You acknowledge and agree that Chesed may, without liability to you, access, use, preserve, and disclose your account information and Contributions to law enforcement authorities, government officials, or a third party, as Chesed believes is reasonably necessary or appropriate, if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to:
(a) comply with legal process or request;
(b) enforce this Agreement, including investigation of any potential violation thereof;
(c) detect, prevent, or otherwise address security, fraud, or technical issues; or
(d) protect the rights, property, or safety of Chesed, its users, a third party, or the public as required or permitted by law.
Use License: If you are accessing our Services via a mobile application, then Chesed grants you a revocable, non-exclusive, non-transferable, limited right to install and use the application on wireless handsets owned and controlled by you, and to access and use the application on such devices strictly in accordance with the terms and conditions of this license. You must use the application strictly in accordance with the terms of this license and must not:
(a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application;
(b) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application;
(c) violate any applicable laws, rules, or regulations in connection with your access or use of the application;
(d) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of Chesed or its affiliates, partners, suppliers, or the licensors of the application;
(e) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
(f) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time;
(g) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application;
(h) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or
(i) use any proprietary information or interfaces of Chesed or other intellectual property of Chesed in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.
You acknowledge that Chesed may from time to time issue upgraded versions of the application and may automatically electronically upgrade the version of the application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and your continued use of the application constitutes your agreement to the terms and conditions of this Agreement will apply to all such upgrades. There may be open source components in an application subject to certain open source license terms or specific provisions, which will be referenced within the application, and which will override these application license provisions.
Terms Applicable to Apple and Android Devices: The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play to access our Services.
You acknowledge that this Agreement is made between you and Chesed only, and not with Apple Inc. or Google, Inc. (each an “App Distributor”), and Chesed, not an App Distributor, is solely responsible for the Chesed application and the content thereof.
A. SCOPE OF LICENSE. The license granted to you for our application is limited to a non-transferable license to use our application on a device that uses the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service.
B. MAINTENANCE AND SUPPORT. Chesed is solely responsible for providing any maintenance and support services with respect to our application, as specified in this Agreement, or as required under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to our application.
C. WARRANTY. Chesed is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of our application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for our application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation whatsoever with respect to our application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Chesed’s sole responsibility.
D. PRODUCT CLAIMS. You acknowledge that Chesed, not an App Distributor, is responsible for addressing any claims of yours or any third party relating to our application or your possession or use of our application, including, but not limited to: (i) product liability claims; (ii) any claim that our application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
E. INTELLECTUAL PROPERTY RIGHTS. You acknowledge that, in the event of any third party claim that our application or your possession and use of our application infringes a third party’s intellectual property rights, the App Distributor will not be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
F. LEGAL COMPLIANCE. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.
G. THIRD PARTY TERMS OF AGREEMENT. You must comply with applicable third party terms of agreement when using our application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using our application.
H. THIRD PARTY BENEFICIARY. Chesed and you acknowledge and agree that the App Distributors, and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about our Platform or our Services (“Submissions”) provided by you to us are non-confidential and Chesed (as well as any designee of Chesed) will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial, or otherwise, without acknowledgment or compensation to you.
You may not access or use our Platform for any other purpose other than that for which Chesed makes it available. Our Platform may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Chesed. Prohibited activity includes, but is not limited to:
(a) criminal or tortious activity;
(b) systematic retrieval of data or other content from our Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Chesed;
(c) making any unauthorized use of our Services, including collecting usernames and email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
(d) tricking, defrauding, or misleading Chesed and other users, especially in any attempt to deceive Donors and learn sensitive account information such as passwords;
(e) engaging in any automated use of the system, such as using any data mining, robots, or similar data gathering and extraction tools;
(f) interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website;
(g) attempting to impersonate another user or person or using the username of another user;
(h) selling or otherwise transferring your profile;
(i) using any information obtained from our Platform to harass, abuse, or harm another person;
(j) using our Services as part of any effort to compete with Chesed or to provide services as a service bureau;
(k) deciphering, decompiling, disassembling, or reverse engineering any of the software comprising or in any way making up a part of our Platform;
(l) attempting to bypass any measures of our Platform designed to prevent or restrict access to our Platform, or any portion of our Platform;
(m) harassing, annoying, intimidating, or threatening any Chesed employees or agents engaged in providing any portion of our Services to you;
(n) deleting the copyright or other proprietary rights notice from any Platform content;
(o) except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper, or offline reader that accesses our Platform, or using or launching any unauthorized script or other software; or
(p) using our Platform in a manner inconsistent with any and all applicable laws and regulations.
Our Services must only be used for lawful purposes and you must use our Services only in compliance with this Agreement and all other applicable U.S., state, local, and international laws in your jurisdiction, including:
(a) the CAN-SPAM Act;
(b) Canada’s Anti-Spam Legislation;
(c) any policies and laws related to unsolicited emails, spamming, privacy, obscenity, or defamation, copyright, and trademark infringement, and child protective email address registry laws;
(d) laws relating to advertising, sales or promotional efforts, or practices, redemption, refunds, and provision of your products or services;
(e) laws that govern false, unfair, and deceptive practices, coupons, gift cards/certificates, defective products or services, unclaimed property, alcohol or tobacco, health and safety, fire, and hygiene standards;
(f) laws that govern lotteries, sweepstakes, contests, and promotions; and
(g) laws that govern the collection of donations and charitable giving.
You further agree to refrain from unethical, false, or misleading advertising, promotions or sales efforts, and practices in connection with your use of our Services. You may not use our Services for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.
INTELLECTUAL PROPERTY RIGHTS
The content on our Platform (our “Content”) and the trademarks, service marks, and logos contained therein (“Marks”) are owned by or licensed to Chesed, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Our Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics. All Chesed graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, common law trademarks, or trade dress of Chesed in the U.S. and other countries. Chesed’s trademarks and trade dress may not be used, including as part of trademarks or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Chesed.
Our Content on our Platform is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Provided that you are eligible to use our Platform, you are granted a limited license to access and use our Platform and our Content and to download or print a copy of any portion of our Content to which you have properly gained access solely for your personal, non-commercial use. Chesed reserves all rights not expressly granted to you in and to our Platform and our Content and Marks.
You hereby give Chesed the right to use your business’s name, logos, trademarks, and service marks on Chesed’s customer lists, which may be displayed on our Platform and in other publications in whatever media form.
THIRD PARTY WEBSITES AND CONTENT
Our Platform contains (or you may be sent through our Platform or our Services) links to other websites (“Third Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Websites and Third Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through our Platform or any Third Party Content posted on, available through, or installed from our Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave our Platform and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from our Platform or relating to any applications you use or install from our Platform. Any purchases you make through Third Party Websites will be through other websites and from other companies, and Chesed takes no responsibility whatsoever in relation to such purchases that are exclusively between you and the applicable third party.
Chesed reserves the right but does not have the obligation to:
(a) monitor our Platform for violations of this Agreement;
(b) take appropriate legal action against anyone who, in Chesed’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;
(c) in Chesed’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate this Agreement or any Chesed policy;
(d) in Chesed’s sole discretion and without limitation, notice or liability to remove from our Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to Chesed’s systems; or
(e) otherwise manage our Platform in a manner designed to protect the rights and property of Chesed and others and to facilitate the proper functioning of our Platform.
DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY
Notifications: If you believe that content available on or through our Platform infringes one or more of your copyrights, please immediately notify our Copyright Agent by mail or email (“Notification”), providing the information described below, which Notification is pursuant to DMCA 17 U.S.C. § 512(c)(3). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that content located on or linked to by our Platform infringes your copyright, you should consider first contacting an attorney. Our Platform has a policy of terminating repeat infringers in appropriate circumstances.
All Notifications should include the following:
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website.
(c) 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 us to locate the material.
(d) Information reasonably sufficient to permit us 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.
(e) 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.
(f) 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.
Notifications should be sent to our Copyright Agent as follows:
Chesed Unlimited, LLC
600 Reisterstown Road, Suite 401, Baltimore, MD 21208
We also will advise the alleged infringer of the DMCA statutory Counter Notification procedure described below by which the alleged infringer may respond to your claim and request that we restore this material.
Counter Notification: If you believe your own copyrighted material has been removed from our Platform or our Services as a result of mistake or misidentification, you may submit a written counter notification (“Counter Notification”) to our Designated Copyright Agent (identified above) pursuant to DMCA 17 U.S.C. § 512(g)(2) and (3). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following:
(a) Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled.
(b) A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district where Chesed is located.
(c) A statement that you will accept service of process from the party that filed the Notification or the party’s agent.
(d) Your name, address, and telephone number.
(e) A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
(f) Your physical or electronic signature.
You may submit your Counter Notification to our Copyright Agent by mail or email as set forth above.
If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material after 10 business days but no later than 14 business days from the date we receive your Counter Notification, unless our Copyright Agent first receives notice from the party filing the original Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.
Repeat Infringer Policy: In accordance with the DMCA, trademark, and other applicable law, Chesed has adopted a policy of terminating, in appropriate circumstances and at Chesed’s sole discretion, Users who are deemed to be repeat infringers. Chesed may also at its sole discretion limit access to or terminate our Services or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
TERM AND TERMINATION
This Agreement will remain in full force and effect while you use our Services or are otherwise a user or member of our Platform, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below.
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, CHESED RESERVES THE RIGHT TO, IN CHESED’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF OUR PLATFORM AND OUR SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND CHESED MAY TERMINATE YOUR USE OR PARTICIPATION OF OUR PLATFORM AND OUR SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN CHESED’S SOLE DISCRETION.
To protect the integrity of our Platform and our Services, Chesed reserves the right at any time in its sole discretion to block certain IP addresses from accessing our Platform and our Services.
Any provisions of this Agreement that, to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, will be deemed to survive for as long as necessary to fulfill such purposes.
YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF CHESED’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, CALL CHESED DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.
If Chesed terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Chesed reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
To Agreement: Chesed may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on our Platform and revisions will be indicated by date. Your continued use of our Services after the date of any such changes constitutes your acceptance of the new Terms. If you do not wish to accept the new Terms, you may discontinue your use of our Services. Chesed may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check our Platform for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement will be effective after posting.
In addition, when using our Services, you will be subject to additional policies, terms, conditions, and documents, all of which may be posted on our Platform from time to time and hereby expressly incorporated by reference into these Terms (provided, however, these Terms will take precedence if there is a conflict). We will resolve any such conflicts in our sole discretion, and our determinations are final.
To Services: Chesed reserves the right at any time to modify or discontinue, temporarily or permanently, our Services (or any part thereof) with or without notice. You agree that Chesed will not be liable to you or to any third party for any modification, suspension, or discontinuance of our Services.
ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
Between Users: If there is a dispute between users of our Platform, or between users and any third party, you understand and agree that Chesed is under no obligation to become involved. If you have a dispute with one or more other Users, you hereby release Chesed, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Services.
A. GOVERNING LAW; JURISDICTION. This Agreement and all aspects of our Platform and our Services are governed by and construed in accordance with the internal laws of the State of Maryland, without regard to conflict of law provisions. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Baltimore County, Maryland, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event will any claim, action, or proceeding by you related in any way to our Platform or our Services be instituted more than 1 year after the cause of action arose.
B. INFORMAL RESOLUTION. To expedite resolution and control the cost of any dispute, controversy, or claim related to this Agreement (“Dispute”), you and Chesed agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other.
C. BINDING ARBITRATION AGREEMENT. If you and Chesed are unable to resolve a Dispute through informal negotiations, the Dispute must be finally and exclusively resolved by binding arbitration administered by the Baltimore Bais Din Rabbinical Court (“Arbitrator”) or their designee in accordance with its Commercial Arbitration Rules and in accordance with the Arbitrator’s understanding of the agreement between the parties. In as much as the Baltimore Bais Din Rabbinical Court is willing to arbitrate or designate a proper Bais Din, the parties relinquish their right to sue in court. The governing law or the acceptance of certain laws of the land shall not constitute a valid reason not to arbitrate in Bais Din. The Arbitrator will arbitrate based on their understanding of the intention of the parties at the time of the agreement. Judgment on the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. You and Chesed accept the Bais Din of Baltimore and its arbitration agreements by force of this Agreement and as included by reference herein, without the need for a Halachic Kinyan. You acknowledge that the “place of business” is Baltimore, Maryland and You waive any right to have any dispute settled in any other place.
YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by express courier (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Our current address for Notice is: Chesed Unlimited, LLC, ℅ Legal Department, 600 Reisterstown Road, Suite 401, Pikesville, MD 21208. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to work with you and make a good faith effort to resolve the claim directly, but if we aren’t successful within 60 days after the Notice of Arbitration is received, you or we may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by either of us must not be disclosed to the Arbitrator until after the Arbitrator makes a final decision and award, if any.
Your arbitration fees and your share of Arbitrator compensation are to be determined by the Baltimore Bais Din. If the arbitration finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose, then the payment of all fees shall be determined by the Baltimore Bais Din. In that case, You agree to reimburse us for all monies previously disbursed by us that are otherwise Your obligation to pay as per the Baltimore Bais Din Rabbinical Court determination. The Arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the Arbitrator’s ruling on the merits.
The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitration may also be conducted by a single Arbitrator or a panel of three, at the Baltimore Bais Din Rabbinical Court’s discretion. Regardless of the way the arbitration is conducted, the Arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Except as otherwise provided in this Agreement, You and Chesed may litigate in court to compel arbitration or stay proceedings pending arbitration. Any judgment awarded by the Arbitrator can only be enforced through civil courts at the written direction of the Arbitrator.
If we make any future change to this arbitration provision, other than a change to our address for Notice of Arbitration, You may reject the change by sending us written notice within 30 days of the change to our address for Notice of Arbitration, in which case Your account with us will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes You rejected will survive.
If this Disputes section is found to be unenforceable, then the entirety of this Disputes section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section A above will govern any action arising out of or related to these Terms.
We each agree to keep the arbitration proceedings, all information exchanged between us, and any settlement offers confidential, unless otherwise required by law or requested by law enforcement or any court or governmental body. However, we may each disclose these matters, in confidence, to our respective attorneys, accountants, auditors, and insurance providers.
D. RESTRICTIONS; CLASS ACTION WAIVER. You and Chesed agree that any arbitration will be limited to the Dispute between Chesed and you individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to use class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
Occasionally there may be information on our Platform that contains typographical errors, inaccuracies, or omissions that may relate to service descriptions, pricing, availability, and various other information. Chesed reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information at any time, without prior notice.
Chesed cannot control the nature of all of the content available on our Platform. By operating our Platform, Chesed does not represent or imply that Chesed endorses any content available on or linked to by our Platform, including without limitation content hosted on third party websites or provided by third party applications, or that Chesed believes content to be accurate, useful, or non-harmful. Chesed is not responsible for the conduct, whether online or offline, of any user of our Platform or our Services.
YOU AGREE THAT YOUR USE OF OUR PLATFORM AND OUR SERVICES WILL BE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, CHESED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH OUR PLATFORM AND OUR SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
CHESED MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF OUR PLATFORM’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO OUR PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS OR ANY AND ALL PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR PLATFORM OR OUR SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY; OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA OUR PLATFORM OR FROM ANY USE OF OUR SERVICES.
CHESED DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CAMPAIGN ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OUR PLATFORM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CHESED WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND FUNDRAISERS. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF OUR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF OUR SERVICES. YOU UNDERSTAND THAT CHESED DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF OUR SERVICES AND CHESED IS NOT RESPONSIBLE FOR THE ACTION OF USERS OF OUR SERVICES.
LIMITATIONS OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CHESED OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF OUR PLATFORM OR OUR SERVICES, EVEN IF CHESED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CHESED’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO CHESED FOR OUR SERVICES DURING THE PERIOD OF 3 MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING OR $10, WHICHEVER IS GREATER.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE A RESIDENT OF ANOTHER JURISDICTION—IN OR OUTSIDE OF THE UNITED STATES—YOU WAIVE ANY COMPARABLE STATUTE OR DOCTRINE.
You agree to release, indemnify on demand, and hold Chesed, its subsidiaries, and its affiliates and their officers, employees, directors, and agents harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, costs, awards, fines, damages, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of our Services, any Campaign or Donation, any User Content, your connection to our Services, your violation of these Terms, or your violation of any rights of another. You agree that Chesed has the right to conduct its own defense of any claims at its own discretion, and that you will indemnify Chesed for the costs of its defense (including, but not limited to attorney’s fees). Chesed will use reasonable efforts to notify you of any such claim, action, or proceeding that is subject to this indemnification upon becoming aware of it.
Except as explicitly stated otherwise, any notices given to Chesed must be given by email to the address listed in the contact information below. Any notices given to you will be given to the email address you provided during the registration process, or such other address as each party may specify. Notice will be deemed to be given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail to the address you provided during the registration process, or such other address as each party may specify.
Our Platform will maintain certain data that you transfer to our Platform for the purpose of the performance of our Services, as well as data relating to your use of our Services. Although we perform regular routine backups of data, you are primarily responsible for all data that you have transferred or that relates to any activity you have undertaken using our Services. You agree that Chesed will have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Chesed arising from any such loss or corruption of such data.
Your use of our Services includes the ability to enter into agreements and make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO OUR SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. To access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
If you are Fundraiser, you are solely responsible for compliance with all applicable laws in relation to your Campaigns and use of our Services. You are further solely responsible for all User Content that you upload, post, publish, display, transmit, or otherwise use. If you are not the Beneficiary of the Campaign you organize, you agree to deliver funds to the ultimate Beneficiary directly and as soon as possible. You agree to fully cooperate with any request we make for evidence we deem necessary to verify your compliance with these Terms.
The following are examples of User Content and use that is illegal or prohibited on our Platform by anyone using our Platform or our Services. This list is not exhaustive and we reserve the right to remove anyone or any Campaign or investigate anyone who, in our sole discretion, violates any of these Terms or spirit of these Terms. As we investigate, we may consider all available material including, but not limited to, social media, related news, and any other information that we, in our sole discretion, deem relevant in our review. We further reserve the right, without limitation, to ban or disable your use of our Services, remove the offending User Content, suspend or terminate your account, stop payments to any such Fundraiser, freeze or place a hold on Donations, and report you to law enforcement authorities or otherwise take appropriate legal action, including seeking restitution on behalf of ourselves and our Users.
Without limiting the foregoing, you agree and represent, warrant, and covenant:
A. not to use our Services to raise funds or establish or contribute to any Campaign with the implicit or explicit purpose of promoting or involving:
(a) the violation of any law, regulation, industry requirement, or third-party guidelines or agreements by which you are bound, including those of payment card providers and transaction processors that you use in connection with our Services;
(b) any election campaigns that are not run by a registered organization within the supported country;
(c) User Content or Campaigns that are fraudulent, misleading, inaccurate, dishonest, or impossible;
(d) drugs, narcotics, steroids, controlled substances, pharmaceuticals or similar products or therapies that are either illegal, prohibited, or enjoined by an applicable regulatory body; legal substances that provide the same effect as an illegal drug; or other products, medical practices, or any related equipment or paraphernalia that have been found by an applicable regulatory body to cause consumer harm;
(e) knives, explosives, ammunition, firearms, or other weaponry or accessories;
(f) annuities, investments, loans, equity or lottery contracts, lay-away systems, off-shore banking or similar transactions, money service businesses (including currency exchanges, check cashing or the like), pyramid schemes, “get rich quick schemes” (i.e., investment opportunities or other services that promise high rewards), network marketing and referral marketing programs, debt collection or crypto-currencies;
(g) gambling, gaming, or any other activity with an entry fee and a prize, including, but not limited to, raffles, casino games, sports betting, fantasy sports, horse or greyhound racing, lottery tickets, raffle tickets, auctions, and other ventures that facilitate gambling, games of skill or chance (whether or not it is legally defined as a lottery), promotions involving monetary rewards, including gift cards, or sweepstakes;
(h) User Content that reflects or promotes behavior that we deem, in our sole discretion, to be an abuse of power or in support of hate, violence, harassment, bullying, discrimination, terrorism, or intolerance of any kind relating to race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender, gender identity, gender expression, serious disabilities, or diseases;
(i) the legal defense of alleged crimes associated with hate, violence, harassment, bullying, discrimination, terrorism, or intolerance of any kind relating to race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender, gender identity, gender expression, serious disabilities, diseases, financial crimes, or crimes of deception;
(j) activities with, in, or involving countries, regions, governments, persons, or entities that are subject to U.S. and other economic sanctions under applicable law, unless such activities are expressly authorized by the appropriate governmental authority;
(k) the funding of a ransom, human trafficking or exploitation, vigilantism, bribes or bounty;
(l) pornography or other sexual content; or offensive, graphic, perverse, or sensitive content;
(m) the collecting of payments on behalf of merchants by Payment Processors or otherwise; including but not limited to self-payments on Campaigns or an attempt to bypass or otherwise circumvent the designated method of payment as provided by our Services;
(n) credit repair or debt settlement services;
(o) the receipt or grant of cash advances or lines of credit to yourself or to another person for purposes other than those purposes clearly stated in the Campaign;
(p) publication of User Content (such as mug shots), where we deem, in our sole discretion, that the primary purpose of posting such User Content is to cause reputational harm;
(q) the sale or resale of a good or service;
(r) the aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds;
(s) counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;
(t) products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party;
(u) the unauthorized sale or resale of brand name or designer products or services;
(v) the sale of goods or services that are illegally imported or exported;
(w) processing, where there is no bona fide Donation accepted; cash advance; card testing; evasion of card network chargeback monitoring programs;
(x) the collecting or providing of funds for any purpose other than as described in a Campaign description;
(y) any other activity that Chesed may deem, in its sole discretion, to be in support of individuals or entities associated with alleged financial crimes, including, but not limited to, corruption, bribery, tax evasion, fraud, and activities of a similar nature; or
(z) any other activity that Chesed may deem, in its sole discretion, to be unacceptable.
B. not to use our Services to transmit or otherwise Upload any User Content that:
(a) infringes any intellectual property or other proprietary rights of any party;
(b) you do not have a right to Upload under any law or under contractual or fiduciary relationships;
(c) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(d) poses or creates a privacy or security risk to any person;
(e) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; or
(f) in the sole judgment of Chesed is objectionable or that restricts or inhibits any other person from using or enjoying our Services, or which may expose Chesed or its users to any harm or liability of any type.
C. not to interfere with or disrupt servers or networks connected to or used to provide our Services or their respective features, or disobey any requirements, procedures, policies, or regulations of the networks connected to or used to provide our Services.
D. not to harvest, collect or publish personally identifiable information of others.
E. not to raise funds for a minor without the express permission of the minor’s guardian unless the funds are transferred into a trust account for the sole benefit of the minor.
F. not to use our Services on behalf of a third party or post any personal data or other information about a third party, without the express consent of that third party.
G. not to use another User’s account or URL without permission, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity, misrepresent a Charity or Campaign through our Services, or post User Content in any inappropriate category or areas on our Services;
H. not to create any liability for Chesed or cause us to lose (in whole or in part) the services of our Internet Service Provider(s), web hosting company, or any other vendors or suppliers.
I. not to engage in any conduct that, in Chesed’s sole judgment and discretion, restricts or inhibits any other User from using or enjoying our Services.
J. not to gain unauthorized access to our Services, or any account, computer system, or network connected to our Services, by any unauthorized or illegal means.
K. not to obtain or attempt to obtain any materials or information not intentionally made available through our Services.
L. not to use our Services to post, transmit, or in any way exploit any information, software, or other material for commercial purposes, or that contain advertising, except that using our Services for fundraising activities in accordance with these Terms is expressly permitted.
M. not to transmit more request messages through our Services in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser.
N. not to undertake any activity or engage in any conduct that is inconsistent with the business or purpose of our Services.
O. not to attempt to undertake indirectly any of the foregoing.
Additionally, with respect to all Donations made or accepted through our Services, you agree and represent, warrant, and covenant:
A. not to make or accept any Donations that you know or suspect to be erroneous, suspicious, or fraudulent.
B. not to use our Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).
C. to maintain reasonable and standard security measures to protect any information transmitted and received through our Services, including, without limitation, adhering to any security procedures and controls required by Chesed from time to time.
D. to maintain a copy of all electronic and other records related to Campaigns and Donations as necessary for Chesed to verify compliance with these Terms and make such records available to Chesed upon our request. For clarification, the foregoing does not affect or limit your obligations to maintain documentation as required by applicable laws, rules, regulations, or governmental authority.
E. at Chesed’s request, to fully cooperate in the auditing of, investigation of (including without limitation, investigations by Chesed, a Payment Processor, or a regulatory or governmental authority), and remedial efforts to correct any alleged or uncovered violation or wrongdoing of a User to whom, or Fundraiser, Campaign, or Donation to which, you are connected.
Chesed reserves the right to refuse, condition, or suspend any Donations or other transactions that we believe in our sole discretion may violate these Terms or harm the interests of our Users, business partners, the public, or Chesed, or that expose you, Chesed, or others to risks unacceptable to us. We may share any information related to your use of our Services with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal or contractual obligations. This information may include information about you, your account, your Donors, your Donations, and transactions made through or in connection with your use of our Services.
You hereby acknowledge and admit with absolute admission, with the same effect as if verified by the testimony of 100 valid and consistent witnesses, that this Agreement was effected and finalized concurrently herewith according to Jewish Law by formal Kinyan Agav Sudar or other appropriate Kinyanim, each intended to be independently effective and not conditioned upon each other, and were stated and intended to be effective immediately at the time of the Kinyan (mayachshav), all in full accordance with all requisite procedures set out in the Code of Jewish Law and with use of an object valid to effect a Kinyan sudar. The kinyan was made in a duly constituted Jewish Court of Law (Bais Din Chashuv) in accordance with each of the varying procedures required by all of the various Jewish Halachic authorities, so that all Jewish Halachic authorities deem the covenants, waivers, and acquisitions valid, without any Asmachta claim of invalidation and without any other claim of invalidation. In addition, the conditions referred to in this Agreement are and were all set in the manner used by Bnei Gad and Bnei Reuven and in accordance with all other requirements that are set out in the Code of Jewish Law for the valid and binding setting of conditions. The Kinyan was made for each transaction or commitment separately, so that the invalidation of one transaction or commitment will not affect the validity of any other transaction or commitment. All terms that constitute a mechila/forgiveness of future claims were stated in a way that constitutes a proper halachik mechila. Terms that may allow Chesed to take actions that may cause damage shall be interpreted as “damage on the condition of being exempt from payment.”
You accept as conclusive and binding the position of any Jewish Halachic authority, even if in the minority or otherwise not generally accepted, that most broadly supports the validity and enforceability of these Terms and its implied intent. The parties admit that the intent and interpretation of this Agreement is in a manner consistent with the requirements of halachah, and the transactions were effected in a manner that do not constitute a Kinyan Dvorim or Ayn Bo Mamash. You accept upon yourself as an obligation strict adherence to any applicable laws, intellectual property laws, licensing laws, or copyright laws mentioned in these Terms. Specifically, all obligations were accepted as a Hischayvus, and the parties became a Kablan regarding any required acts. All this was effected with a valid Kinyan. You agree to all provisions and all Terms knowingly and willingly and without duress or pressure. The parties, irrevocably and without time limit, void any declaration of disclaimer (including any declaration of disclaimer that purports to disclaim the voiding effect of this paragraph, ad infinitum) that they may ever have made regarding this Agreement, and they represent and warrant that they did not make or purport to make any such declaration of disclaimer, and disqualify any witnesses who claim to witness to such declarations. The parties hereby irrevocably void and waive any defense or counterclaim that could void or impair or in any way limit the validity and enforceability of this Agreement. This Agreement is intended to be, and is, binding, consistent with the binding nature of all agreements, documents, obligations, and acquisitions that are properly effected in a Jewish Court of Law in accordance with the laws and rules established by Rabbinical authorities.
Entire Agreement: This Agreement constitutes the entire agreement between you and Chesed regarding the use of our Services, superseding any prior agreements between you and Chesed with respect to our Services. This Agreement operates to the fullest extent permissible by law.
Electronic Form: You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
Drafter: You agree that this Agreement will not be construed against Chesed by virtue of having drafted it.
No Waiver: The failure of Chesed to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision.
Headings: The section titles and headings in this Agreement are for convenience only and have no legal or contractual effect.
Assignment: This Agreement and your account may not be assigned by you without our express written consent. Chesed may assign any or all of its rights and obligations to others at any time.
Force Majeure: Chesed will not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond Chesed’s reasonable control, including, but not limited to, acts of God, war or threats of war, terrorism or threats of terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, governmental regulation or advisory, recognized health threats, as determined by the World Health Organization, the Centers for Disease Control, or local government authority or health agencies, strikes, or shortages or curtailment of transportation facilities, fuel, energy, labor, or materials.
Severability; Intent: If any provision or part of a provision of this Agreement is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. If any provision of these Terms is found by a court of competent jurisdiction to be (or are otherwise) invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
Compliance Documentation: Upon Chesed’s request, you will furnish Chesed any documentation, substantiation, or releases necessary to verify your compliance with this Agreement.
Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Services or these Terms must be filed within 1 year after such claim or cause of action arose or be forever barred.
CHESED UNLIMITED, LLC
600 Reisterstown Road, Suite 401, Pikesville, MD 21208
To resolve a complaint regarding our Services or to receive further information regarding use of our Services, please contact Chesed as set forth above or, if any complaint with us is not satisfactorily resolved, and you are a Maryland resident, you can contact the Maryland Consumer Protection Division of the Maryland Attorney General’s Office by telephone at 1-410-528-8662, or by visiting https://www.marylandattorneygeneral.gov/Pages/CPD/Complaint.aspx.