If you are accepting the Terms on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. If you cannot confirm the foregoing, then you must not accept the Terms and may not use any CTWFund Services. You may use the Services only in compliance with the Terms and all applicable laws and regulations. If you do not agree to any of the terms and conditions set forth herein, you may not use any CTWFund Services.
We may amend or modify the Terms at any time by posting online or via an email to you, and the revised Terms shall be effective immediately at such time. You are responsible for regularly reviewing these Terms. You can review the most current version of the Terms at any time on the CTWFund website. We may modify or discontinue any portion of the Services or suspend or terminate your access to the Services at any time without notice to you. You agree that CTWFund shall not be liable to you or any third party for any modification or termination of the Services, and / or suspension or termination of your access to the Services.
In order to access the Site, App, or the Services you must be at least 18 years old and be the owner of or be authorized to conduct transactions with a debit card, credit card, checking, or savings account issued by an entity or residing at a financial institution that is based in the United States. We do not knowingly market to, solicit or collect information from children under the age of 18 or non-US residents. You understand that our Services are offered from the United States and are subject to United States law. We do not represent that our Services comply with the laws of any other nation. Access to the Site, App, or Services from territories where any contents on the Site, App, or via the Services are illegal is prohibited. If we knowingly obtain personally identifiable information of children under the age of 13, we will delete that information from our systems.
These Terms constitute a legally binding agreement between CTWFund and you. Additional terms may from time to time govern your use of certain web pages within the Site or sections within the App at the sole discretion of CTWFund. In the event that any provision, term or guideline contained on a particular web page in the Site or section of the App conflicts with these Terms, the terms of such web page or section shall control over these Terms. You acknowledge that you have read these Terms, and accept, understand and will be bound by such terms and conditions. You further acknowledge that these Terms, together with the Privacy Statement and additional terms governing any individual web page on the Site or App feature or Service, represent the complete and exclusive statement of the agreement between you and CTWFund and supersede any proposal or prior agreement, oral or written, and any other communications between you and CTWFund relating to your access or use of the Site, the App and/or any Services.
Change the World Fund: Who We Are and Our Basic Services
CTWFund is a registered 501(c)(3) nonprofit that operates a donor advised fund. A donor advised fund is legally defined as a fund or account that (i) is separately identified by reference to contributions of a donor or donors; (ii) is owned and controlled by a sponsoring organization; and (iii) with respect to which a donor (or any person appointed or designated by such donor) has, or reasonably expects to have, advisory privileges with respect to the distribution or investment of amounts held in such fund or account.
As a User, when you use our Site, App, or Services to donate you are making a tax-deductible donation to the CTWFund as sponsor of the donor advised fund, and you also advise CTWFund on how to direct your donation to the approved charity of your choice. CTWFund will generally seek to follow your advice, and make a donation to the approved charity of your choice in the amount of your donation to CTWFund. In order to comply with federal tax law and maintain its status as a donor advised fund, CTWFund does not at any point incur a legal obligation to direct your donation to your recommended charity and must retain the exclusive authority, discretion, and legal control over all donated funds. All donations to CTWFund are final.
CTWFund will only make donations to pre-approved charities, which are those 501(c)(3) organizations certified by the Internal Revenue Service (“IRS”). CTWFund uses GuideStar, a nonprofit organization, to provide a database of IRS-recognized and approved nonprofit organizations to which you may advise your donations be sent. CTWFund shall make available an annual receipt of your charitable donations so that you may be able to substantiate, as required by the Internal Revenue Code of 1986, as amended, your charitable contributions for federal income tax purposes.
Using the Services
The CTWFund Site, App, and Services may be used to research particular charities, donate to CTWFund through our “Add-On” process, follow other User activity via social media, and track the status of your donations.
Upon signing up on the Site or App a User must provide a debit card, credit card, checking, or savings account (“Enrolled Account”) of their choice. The Enrolled Account must be issued by an entity or held at a financial institution that is based in the United States. Next, the User determines an Add-On, which is a pre-designated amount set by the User to “add to” each transaction made with the Enrolled Account. Currently, to have an active CTWFund account the Add-On must be a minimum of five cents per transaction. The minimum Add-On amount is subject to change at any time in our sole discretion. A User may enroll a single Enrolled Account or multiple Enrolled Accounts. The Add-On amount is not automatically deducted from an Enrolled Account with each transaction; rather, when Add-Ons accumulate and breach a $10.00 monthly threshold, a donation is made to CTWFund once per month. [If you do not reach the $10.00 threshold in a calendar month, then no donation is made that month and we will carry the Add-On amount over to the next month.] Users may change their Add-On amount.
The User must also provide a debit card, credit card, checking, or savings account of their choice to serve as the funding source from which CTWFund will receive donations (“Funding Source”). The Funding Source must be issued by an entity or held at a financial institution that is based in the United States. The Funding Source may, but need not, be the same account as an Enrolled Account. Users may enroll a single Funding Source or multiple Funding Sources. Users may limit the total amount donated per month and per Funding Source, regardless of the number of transactions or charities supported. You may set a monthly donation cap at any time. Users have the option to be notified via email each time a disbursement is made from a Funding Source. You agree that you are authorized to provide your selected Enrolled Account and Funding Source details and use funds from your designated Funding Source(s) to contribute to charities as well as to pay necessary processing fees to enable transactions.
The User may also select a charity or charities from those available on the Site, and advise CTWFund to make contributions to that charity or charities in the amount of the User’s contributions. CTWFund will generally seek to follow the User’s directions, and make a donation to the approved charity of the User’s choice in the amount of the User’s donation to CTWFund. Contributions will be made to an alternate charity recommended by you if contributions cannot be made to the charity you originally recommended for any reason. If the charity you have selected does not accept the donation, is no longer recognized by the IRS as a public charity, or is no longer in good standing with federal regulators, CTWFund will contact you via email and suggest the selection of another charity.
Users will be notified in the event a payment from a Funding Source fails and CTWFund will make up to two additional attempts to process the payment from the specified Funding Source; if these additional attempts also fail then an attempt will be made to process the payment amount from the User-selected backup Funding Source, if applicable. In the event the User has not selected a backup Funding Source or the payment from the User-selected backup Funding Source also fails the donations will not be processed and Add-Ons will cease to accumulate until the User updates or adds a new Funding Source. While we do not impose any fees for failed transactions, the financial institution holding your Funding Source may charge you fees.
We are always working on new ways to improve our Services. We reserve the right to modify or change our Site, the App or any Service, temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Site, the App, or any Service. You acknowledge and agree that we shall not be liable to you or any third party in the event that we exercise our right to modify, change or discontinue the Site, the App, or any Service.
Certain features or Services offered on or through the Site and App may require you to open an account and set up a profile, providing certain personally-identifiable information, including but not limited to your name, your address, your email address, your phone number, and information about your charitable giving and charity preferences (collectively, your “Client information”). We reserve the right to restrict certain areas of information on the Site and App to such registered Users. You agree that you will maintain and promptly update your Client Information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete or we have reasonable grounds to suspect such, we reserve the right to terminate your account and refuse any and all current or future use of the Site, App, or any Service by you.
You are solely responsible for maintaining the confidentiality of your member name and password. You agree to notify us immediately of any unauthorized use of your member name, password, or account. CTWFund will not be responsible for any losses arising out of the unauthorized use of your account.
Currently we do not charge a fee for each donation. Fees are subject to change. Any future fees shall not necessarily qualify as charitable deductions.
Permissions and Authorization
For as long as you are using the CTWFund Site, App, and Services, you give to CTWFund authorization to (i) monitor any Enrolled Account and Funding Source in your name that you have provided to CTWFund and which you have selected to be used by our Services, Site, or App; (ii) make withdrawals from any Funding Sources which you have provided to CTWFund and which you have selected to be used by our Services, Site or App (and to make any deposits or additional withdrawals as may be necessary to correct any errors); (iii) allow CTWFund’s employees or independent contractors to review the information you have provided to CTWFund for its assistance in legal, tax, bookkeeping, financial, and housekeeping matters; and (iv) consider your recommendation to make contributions and/or charitable gifts using processes deemed most appropriate by CTWFund, including but not limited to holding of funds meant for contribution and use of disbursement companies and payment gateways to deliver funds in a timely fashion, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the CTWFund Services, as fully to all intents and purposes as you might or could do in person.
YOU AGREE THAT CTWFund, ITS AFFILIATES AND PARTNERS SHALL BE ENTITLED TO RELY UPON THE FOREGOING AUTHORIZATION GRANTED BY YOU.
Use and Restrictions
Content and Materials
All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, algorithms, functionalities, features and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available on the Site or App (collectively, “Content”) is owned, controlled or licensed by or to CTWFund, and is protected by trade dress, copyright, patent, and trademark laws as well as various other intellectual property rights and unfair competition laws. The Content, the Site, and the App are owned by CTWFund and its Affiliates, or their licensors and suppliers, which may include lessors, lessees, owners, sellers, buyers, agents, brokers, multiple listing services, builders, service providers, content providers, vendors, and others(collectively, “Licensors and Suppliers”). Except as expressly provided in these Terms, no part of the Site, the App, or the Content may be copied, reproduced, republished, posted, publicly displayed, translated, or distributed in any way. Subject to the limited rights to use the Site, the App, and Services pursuant to these Terms, we retain all right, title, and interest in and to the Site, the App, and Services, including all related intellectual property contained therein.
Certain features of the Services allow Users to upload, post, publish, share, store, or manage data or visual content (“Materials”). By posting or publishing Materials, you represent and warrant to us that you have all the necessary rights to distribute such Materials to us, either because you are the author and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of such Materials. You hereby grant to us and our authorized personnel a worldwide, royalty-free, fully-aid, exclusive, transferable, and sub-licensable (as necessary to perform the Services) license to copy, publicly perform, publicly display, publish, distribute, create derivative works of, and use Materials as we deem appropriate to perform the Services and in accordance with these Terms and Privacy Statement. You acknowledge and agree that we will own all right, title, and interest in any Content, or other works of authorship created by us or on our behalf and used in connection with the Services. All Materials are the sole responsibility of the person who originated such Materials whether publicly posted or privately transmitted. Any use or reliance on any Content or Materials of other users posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or Materials posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Materials or Content that might be offensive, harmful, inaccurate or otherwise inappropriate.
We respect the intellectual property of others and ask that Users of and visitors to our Site, App, and Services do the same. In connection with our Site, App, and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing Materials and for the termination, in appropriate circumstances, of Users of our Site, App, and Services that are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our Users is, through the use of our Site, App, or Services, unlawfully infringing the copyright(s) in a work to which you are the copyright owner or authorized to act on behalf of the copyright owner, and wish to have the allegedly infringing Material removed, the following information in the form of a written notification pursuant to the Digital Millennium Copyright Act, as amended, and specifically 17 U.S.C. §512(c)(3). The following must be provided to our designated copyright agent: (i) your physical or electronic signature; (ii) identification of the copyrighted work(s) that you are claiming to have been infringed; (iii) identification of the Material(s) on our Services, Site, or App that you claim are infringing and that you request us to remove; (iv) sufficient information to permit us to locate such Material(s); (v) your address, telephone number, and email address; (vi) a statement that you have a good faith believe that use of the objectionable Materials is not authorized by the copyright owner, its agent, or under the law; and (vii) a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyrighted owner. Please note that, pursuant to 17 U.S.C. §512(f), any misrepresentation of material fact in a written notification automatically subjects to the complaining party to liability for any damages, costs and attorney’s fees incurred by CTWFund or the alleged infringer if injured by such a misrepresentation or as the result of relying on the written notification and allegation of copyright infringement. Our designated copyright agent can be contacted via email at email@example.com.
Links to Other Sites
The Site, App, and CTWFund Services contain links to independent third-party web sites, and we provide links to third-party web sites as part of the CTWFund Services (in all cases “Linked Sites”). We are not responsible for and do not endorse the content of such Linked Sites, including any products, information, or materials contained on such Linked Sites.
Subject to the provisions in these Terms, you may use the Site and App for non-commercial purposes to: (i) learn about CTWFund Services; (ii) learn about charities and track other Users’ donations through the App, pending individual User allowances in App settings; (iii) agree to and acknowledge these Terms ; (iv) open an Enrolled Account to make donations from a designated Funding Source via the Add-On process; (v) select a 501(c)(3) IRS-certified charity or charities and recommend that this charity or charities receive aggregate donations each month; (vi) access statements and confirmations regarding transactions in connection with disbursement to your selected recommended charity; (vii) access and print or download copies of the current version of these Terms and other documentation relating to the CTWFund Site, App, or Services; and (viii) make such other use of the CTWFund Services, Site, and App as we may expressly permit from time to time in furtherance of the objectives and growth of the CTWFund.
Subject to these Terms, we hereby grant you a personal, nontransferable, nonexclusive, non-sub-licensable license to use the User interface of the Site, the App, their respective Content, and associated Services in accordance with these Terms, and for no other purpose. All rights, title and interest in the User interface and Content, including any software, on, or through the Site and App shall belong to us or our Licensors and Suppliers, including all modifications thereof and enhancements thereto. The Content and User interface made available from, on, or through the Site or App may not be copied, modified, republished, assigned, sold or distributed to you, nor may derivative works be prepared therefrom. The license granted to you pursuant to these Terms is solely for your personal use as a user of the CTWFund Services, Site or Application and the license is not for resale or redistribution. The license may not be used for any other purpose. You shall not reverse engineer, decompile, or otherwise translate, in any way, the Content or User interface made available from, on, or through the Site or App. You have no right or claim of right to the Content or any unique ideas found on the CTWFund Site, App, or any Services. No ownership rights are granted to you hereunder and no title is transferred hereby.
You may not use the Site, App or CTWFund Services for any illegal, unlawful, or malicious activities or for activities that we deem improper for any reason whatsoever in our sole judgment, including, without limitation, the laundering of proceeds of any unlawful activity, the financing of terrorism, the commission of fraud or market manipulation, the harassing or making of disparaging comments to any User of the CTWFund Services, Site or App. We reserve the right to take preventative or corrective actions to protect ourselves and our Users. We reserve the right to disallow contributions to any charity if new information comes to light as per the legality of its operations and will only make contributions to charities approved by the IRS that maintain their status as an approved 501(c)(3) charitable organization as provided by GuideStar. GuideStar receives directly from the IRS monthly (except January) Exempt Organizations Business Master File and weekly Pub. 78 data updates providing organizations eligible to receive tax-deductible charitable contributions. GuideStar uploads each update within three to four days of its release. If an organization is no longer a 501(c)(3) or no longer accepts contributions you will be notified as such. In such an event CTWFund will make three attempts to contact the User to select another charity. If we do not hear back from the User within 60 days the donation will be retained as a donation by CTWFund. Types of organizations to which we make contributions are subject to change.
Your use of the Site, the App, and CTWFund Services is conditioned in part on your compliance with the rules of conduct provided herein, and your failure to comply may result in termination of your access to and use of the Site, the App, and CTWFund Services as well as potential liability for damages caused by your noncompliance. In addition to the foregoing, while using the Site, the App, and CTWFund Services , you may not, except as may be expressly set forth above under “Permitted Uses” or elsewhere in these Terms: (i) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information; (ii) defame, abuse, harass, stalk, intimidate, bully, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (iii) access or use, or attempt to access or use, another User’s account without permission, or solicit another User’s login information; (iv) transmit any software or Materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature; (v) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, App, or CTWFund Services ; (vi) “frame” or “mirror” any portion of the Site, App, or CTWFund Services ; (vii) use any robot, spider, site search or retrieval application or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Site, App, or Services; (viii) harvest or collect information about or from other users of the Site, App, or Services; (ix) use the Site, App, or CTWFund Services for any illegal activity; (x) probe, scan or test the vulnerability of the CTWFund Site, App, or Services, nor breach the security or authentication measures on the CTWFund Site, App, or Services, or take any action that imposes an unreasonable or disproportionately large workload on the infrastructure of the CTWFund Site, App, or Services such as a denial of service attack; (xi) send or otherwise post unauthorized commercial communications including spam; (xii) engage in unlawful multi-level marketing, such as a pyramid scheme; (xiii) post content that is hateful, threatening, incites violence, contains depictions of graphic or gratuitous violence, is pornographic, or contains nudity; (xiv) access or use any portion of the Content if you are a direct or indirect competitor of CTWFund, or provide, disclose or transmit any portion of the Content to any direct or indirect competitor of CTWFund; (xv) use or distribute any Content, including Content that has been verified or confirmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product; or (xvi) facilitate or encourage any violations of these Terms.
Warranties, Disclaimers, and Limitations of Liability
The CTWFund Services are provided on an “as is” and “as available” basis, without any representation or warranty, whether express, implied or statutory. CTWFund specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. CTWFund does not guarantee continuous, uninterrupted, or secure access to any part of CTWFund Services, and operation of CTWFund Services may be interfered with by numerous factors outside of our control. CTWFund will make reasonable efforts to ensure the timely processing of CTWFund Services, but CTWFund makes no representations or warranties regarding the amount of time needed to complete processing because CTWFund Services are dependent upon many factors outside of our control, such as delays in the banking system, internet, mobile devices, electronic communications, and disbursement systems. We are not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the Site, the App, or our Services will be operable at all times.
We reserve the right to do any of the following, at any time, without notice: (i) to modify, suspend or terminate operation of or access to the Site, App, and CTWFund Services, or any portion of the Site, App, or CTWFund Services, (ii) to modify or change the Site, App, or CTWFund Services, or any portion of the Site, App, or CTWFund Services, and any applicable policies or terms, except as described in the Privacy Statement; and (iii) to interrupt the operation of the Site, App, or provision of CTWFund Services, or any portion of the Site, App, or CTWFund Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
Your reliance upon the information available on the Site or App or located through utilization of CTWFund Services and your interactions with other Users identified through CTWFund Services is solely at your own risk. Your interactions with other Users, visitors or advertisers, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other person or entity, and you agree that we will not be responsible for any loss or damages incurred as the result of any such dealing or with respect to any other person’s or entity’s use or disclosure of your personally identifiable information. If there is a dispute between you and any third party, we are under no obligation to become involved, and you agree that you will manage any such dispute or disagreement directly, and that you will not make any claims against us with respect to products or services purchased through your use of CTWFund Services.
IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND/OR CAUSES OF ACTION EXCEED 100 UNITED STATES DOLLARS ($100.00).
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Limitation of Remedies
In no event shall CTWFund be liable for any direct, indirect, punitive, incidental, special, or consequential damages or for any damages whatsoever including, without limitation (i) damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Site, the App, or related Services; (ii) the provision of or failure to provide CTWFund Services;, or (iii) for any content, software, products, and Services made available or obtained through the Site, the App, or their respective content, or otherwise arising out of the use or access of the Site, use of the Application or use of the CTWFund Services, whether based on contract, tort, negligence, strict liability or otherwise, even if the company has been advised of the possibility of damages. Any Services or Content made available or obtained through the use of the Site or the App, and all other use of the Site, App, or Services is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results therefrom.
If you are dissatisfied with any portion of the Site, the App, or their respective Content, or with any of these Terms, your sole and exclusive remedy is to discontinue using the Site, Services, and to uninstall the App.
You agree to indemnify and hold CTWFund, its managing members, officers, equity holders, employees, partners, parents, subsidiaries, agents, and affiliates as well as CTWFund’s licensors, service providers, and each of their respective officers, directors, agents, joint-venturers, employees, independent contractors and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees, or penalties imposed by any regulatory authority) arising out of or related to: (i) your breach of these Terms or any unauthorized or illegal uses of your account; (ii) your use of the CTWFund Site, App, or Services; or (iii) your violation of any law, rule, regulation, or the rights of any third party.
Mandatory Arbitration and Applicable Law
READ THIS PROVISION (the “Arbitration Provision”) CAREFULLY AS IT WILL HAVE A SUBSTANTIAL IMPACT ON HOW DISPUTES AND CLAIMS THAT YOU AND/OR WE HAVE AGAINST EACH OTHER ARE RESOLVED.
You and we agree that any claim, dispute or controversy between you and us (a “Claim”) will be resolved, upon the election of either you or us, by mandatory, binding arbitration. “Claim” shall be construed broadly to include any matter arising out of or relating to these Terms or the relationship between you and us.
For a Claim subject to arbitration, neither you nor we will have the right to: (1) have a court or a jury decide the Claim; (2) engage in information-gathering (discovery) to the same extent as in court; (3) participate in a class action in court or in arbitration; or (4) join or consolidate your Claim(s) with claims of any other person. The right to appeal is more limited in arbitration than in court and other rights in court may be unavailable or limited in arbitration.
Arbitration Provision Governing Law
Notwithstanding any choice of law or other provision in these Terms, you and we agree and acknowledge that this Arbitration Provision evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) (“FAA”) will govern its interpretation and enforcement and proceedings pursuant thereto. Any state arbitration act or code, including any amendments thereto, of the state law governing this document does not apply to these Terms or to any arbitration or award under these Terms.
An arbitration administer (“Administrator”) is one of the following: (1) American Arbitration Association (“AAA”) – 1633 Broadway, 10th Floor, New York, NY 10019, www.adr.org, 1-800-778-7879; (2) JAMS – 1920 Main Street, Suite 300, Irvine, CA 92614, www.jamsadr.com, 1-800-352-5267; or (3) if both JAMS and AAA are unable or unwilling to serve as Administrator, a neutral and impartial arbitrator mutually acceptable to you and us. If you and we cannot agree on an Administrator, you and we agree that an Administrator may be appointed by a court in accordance with the FAA; provided, however, that no company may serve as Administrator, without our and your consent, if such company adopts or has in place any formal or informal policy that is inconsistent with and purports to override the terms of this Arbitration Provision. The rules and forms of JAMS and AAA may be obtained by writing to these organizations at the addresses listed above.
If you or we elect to arbitrate a Claim, the electing party must notify the other party in writing. This notice can be given after the beginning of a lawsuit and can be given in papers filed in the lawsuit. Otherwise, we may send notice of arbitration to you at the most recent address we have on file for you (or, if we have no address on file, the most recent address we can find for you), and you may send notice of arbitration to us at 101 California Street, Suite 2710, San Francisco, California 94111. If such a notice is given, the Claim(s) described in the notice will be resolved by individual arbitration under this Arbitration Provision and, to the extent consistent with this Arbitration Provision, the applicable rules of the Administrator then in effect. If a party files a lawsuit in court asserting Claim(s) that are subject to arbitration and the other party files a motion to compel arbitration with the court, which motion is granted, it will be the responsibility of the party prosecuting the Claim(s) to select an Administrator in accordance with this Arbitration Provision and the Administrator’s rules and procedures.
A single arbitrator will be appointed by the Administrator and, unless you and we agree otherwise, must be a practicing attorney with 10 or more years of experience or a retired judge. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court, nor by state or local laws that relate to arbitration provisions or proceedings. The arbitrator will honor and enforce statutes of limitation and claims of privilege recognized under applicable law. In determining liability and/or awarding damages or other relief, the arbitrator will follow the applicable substantive law (consistent with these Terms and the FAA) that would apply if the matter had been brought in court. The arbitrator may award any damages or other relief or remedies permitted by applicable law. The arbitrator will write a brief explanation of the grounds for the decision. A judgment on the award may be entered by any court having jurisdiction.
Arbitration Location and Costs
Upon receipt of your written request, we will pay all filing, hearing and/or other fees that the Administrator and arbitrator charge you for Claim(s) that you assert in arbitration after you have paid an amount equivalent to the fee, if any, for filing such Claim(s) in state or federal court (whichever is less) in the judicial district in which you reside. (If you have already paid a filing fee for asserting the Claim(s) in court, you will not be required to pay that amount again). In addition, the Administrator may have a procedure whereby you can seek a waiver of fees that the Administrator and arbitrator charge you. We will always pay any fees or expenses (1) that we are required to pay by law or the Administrator’s rules or (2) that we are required to pay for this Arbitration Provision to be enforced. The arbitrator will have the authority to award attorneys’ and expert witness fees and costs to the extent permitted by this Agreement, the Administrator’s rules, or applicable law. The arbitrator will always award you your reasonable attorneys’ and expert witness fees and costs (1) if and to the extent you prevail on Claims you assert against us in an arbitration commenced by you or (2) to the extent provided under applicable law.
Class Action Waiver
Notwithstanding any other provision of this Agreement, if either you or we elect to arbitrate a Claim, neither you nor we will have the right (1) to participate in a class action, private attorney general action or other representative action in court or in arbitration, either as a class representative or class member; or (2) to join or consolidate Claims with claims of any other persons. No arbitrator will have authority to conduct any arbitration in violation of this provision; provided, however, that the Class Action Waiver does not apply to any lawsuit or administrative proceeding that a state or federal government agency files against us, even when such agency is seeking relief on behalf of a class of persons, including you. This provision means that we will not have the right to compel arbitration of any claim brought by such an agency. You and we acknowledge that the Class Action Waiver is material and essential to the arbitration of any disputes between us and is non-severable from this Arbitration Provision. If the Class Action Waiver is limited, voided, or found unenforceable, then this Arbitration Provision (except for this sentence) will be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the Class Action Waiver, you and we acknowledge and agree that under no circumstances will a class action be arbitrated.
Effect of Arbitration Award
The arbitrator’s award will be final and binding on all parties, except for any right of appeal provided by the FAA. However, if the amount of the Claim exceeds $50,000 or includes a request for injunctive or declaratory relief that could foreseeably involve a cost or benefit to you or us exceeding $50,000, either you or we may, within 30 days after the entry of the award by the arbitrator, appeal the award to a three-arbitrator panel that the Administrator oversees. The panel will reconsider anew any aspect of the initial award that the appealing party requests. The decision of the panel will be by majority vote. Reference in this Arbitration Provision to “the arbitrator” will mean the panel if an appeal of the arbitrator’s decision has been taken. The costs of such an appeal will be borne in accordance with the above paragraph titled “Arbitration Location and Costs.” Any final decision of the appeal panel is subject to judicial review only as provided under the FAA.
Continued Effect of Arbitration Provision, Severability and Conflicts
Notwithstanding any other provision of these Terms, to the extent permitted by applicable law, this Arbitration Provision will survive the termination of these Terms or our relationship, and your or our bankruptcy or insolvency. If any portion of this Arbitration Provision (other than the Class Action Waiver) cannot be enforced, the rest of this Arbitration Provision will continue to apply. In the event of a conflict between this Arbitration Provision and any applicable rules of JAMS or AAA or other Administrator used, the provisions of this Arbitration Provision will control.
Excluded Claims or Proceedings
None of the following claims will be subject to the Arbitration Provision: (1) any dispute or controversy about the validity, enforceability coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the Class Action Waiver and/or this sentence); all such disputes or controversies are for a court and not an arbitrator to decide; however, any dispute or controversy that concerns the validity or enforceability of the Terms as a whole is for the arbitrator, not a court, to decide; (2) any individual action brought by you or us in small claims court or your state’s equivalent court, unless such action is transferred, removed or appealed to a different court; (3) any self-help or non-judicial remedy; (4) any action to the extent that it seeks provisional or ancillary remedies in connection with the foregoing; and (5) any individual action in court by one party that is limited to preventing the other party from using a self-help remedy and that does not involve a request for damages or monetary relief of any kind. The institution and/or maintenance of any such right, action or litigation will not constitute a waiver of the right of either you or us to compel arbitration regarding any other dispute subject to arbitration pursuant to the Arbitration Provision.
If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations contained herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Except as otherwise specified in these Terms, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the first business day after sending by email. CTWFund reserves the right to notify Users by email or regular mail, using the most recent User contact information on file. Notices to CTWFund must be sent in writing to the following address: 101 California Street, Suite 2710, San Francisco, California 94111 or via email to firstname.lastname@example.org. The Services, Content, Site, App, other technology we may make available, and derivatives thereof may be subject to laws and regulations of the United States and other jurisdictions. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any later breach. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. We may assign our rights and privileges under these Terms, including your User registration, without your consent. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. The term of these Terms will continue for as long as we allow you access to and use of the Site, the App, or CTWFund Services. Sections titled “Permissions and Authorization,” “Processing Fee,” “Content and Materials”, “Warranties, Disclaimers and Limitations of Liability,” “Applicable Law and Jurisdiction,” “Interpretation,” and “Indemnification” shall survive any termination or expiration of these Terms.
You may contact us by email at email@example.com.
Prior to the launch of the Site, App, or any Services we have provided an opportunity for visitors to the Site to enter their email to join a waitlist of visitors who wish to receive further information regarding CTWFund (the “Waitlist”). If you join our Waitlist, you acknowledge and agree that joining the Waitlist does not and will not make you our client (or a customer of any of our affiliates), obligate us to provide you any Services, or create any other legal or regulatory duty on our part, other than the duty to exercise reasonable care to protect your personal information in accordance with our Privacy Statement.