Last Revised on 2017-08-02
Tribuo LLC provides its services (described below) to you through its website (the "Platform") and related services (collectively, such services, including any new features and applications, and the Platform, the "Services"), subject to the following Terms of Service (as amended from time to time, the "Terms of Service").
If you are a Fundraiser Organizer or Fundraiser Participant (as defined below), you will be contracting with Tribuo LLC. For purposes of the following Terms of Service, “Tribuo,” “we,” “us,” “our,” and other similar terms, shall refer to the party with whom you are contracting. We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate the date these terms were last revised. We will also endeavor to notify you, either through the Services user interface, in an email notification or through other reasonable means, and unless otherwise stated, Tribuo may communicate with you officially by any reasonable means now known or later developed. These currently include email, regular mail, and postings on the Platform. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that (i) changes addressing new functions of the Services or changes made for legal reasons will be effective immediately, and (ii) changes or modifications to the provisions of these Terms of Service governing Dispute Resolution By Binding Arbitration shall be made as specified therein. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms of Service. To the extent allowed by law, the English version of these Terms of Service is binding and other translations are for convenience only. If you do not wish to accept the new Terms of Service, you may discontinue your use of the Services.
Finally, we encourage you, particularly if you intend to donate to a Tribuo fundraiser, to review the Fees section of these Terms of Service.
The Services are offered as a platform to users of the Services, which may include Fundraiser Organizers, Fundraiser Participants, and Donors (each defined herein) and other registered users of the Services (which may include users who interact with the Platform or Services). Among other features, the Services are designed to allow a registered user (a "Fundraiser Organizer") to post a fundraising campaign ("Fundraiser") to the Platform in support of a registered 501(c)(3) ("Charity") selected by the Fundraiser Organizer and to create a Fundraiser profile to accept monetary donations ("Donations") from persons wishing to contribute funds to the Fundraiser ("Donors") and/or participate in the Fundraiser event ("Fundraiser Participants"). For purposes hereof, the term "Charity" shall be defined as the 501(c)(3) organization designated as beneficiary of a Fundraiser.
Although there are no fees to set up a Fundraiser, a percentage of each Donation will be charged as fees for our Services. Please see our Fees section for details.
Fundraisers are not charities to which you can make tax-deductible charitable contributions. Any donation you make to a Fundraiser through the Platform will be subject to a Services fee as described in the Fees section of this document. You understand and acknowledge that Tribuo is not a charity. Tribuo allows Fundraiser Organizers to select a Charity from the list of registered 501(c)(3) organizations as available at https://projects.propublica.org/nonprofits/api. As used in this Agreement, the term "Fundraiser" does not refer to a Charity, and you acknowledge that contributions to Fundraisers are not deductible under your jurisdiction’s applicable tax laws and regulations.
The Services are a Platform; We are not a Broker, Financial Institution, Creditor or Charitable Institution
The Services are an administrative platform only. Tribuo facilitates the Donation transaction between Charities and Donors, but is not a party to any agreement between a Fundraiser Organizer and a Donor, or between any user and a Charity. Tribuo is not a broker, agent, financial institution, creditor or insurer for any user. Tribuo has no control over the conduct of, or any information provided by, a Fundraiser Organizer, Fundraiser Participant, or a Charity, and Tribuo hereby disclaims all liability in this regard to the fullest extent permitted by applicable law.
Tribuo does not guarantee that a Fundraiser or a Charity will obtain a certain amount of Donations or any Donations at all. We do not personally endorse any Fundraiser, Fundraiser Organizer, Fundraiser Participant, or Charity, and we make no guarantee, explicit or implied, that any information provided through the Services by a user is accurate. We expressly disclaim any liability or responsibility for the success of any Fundraiser, or the outcome of any fundraising purpose. You, as a Donor, must make the final determination as to the value and appropriateness of contributing to any Fundraiser, Fundraiser Organizer, or Charity.
We do not and cannot verify the information that Fundraiser Organizers or Fundraiser Participants supply, but we do guarantee that the Donations less Fees outlined in the Fees section of this document will be sent to the Charity displayed on the profile of the Fundraiser Participant you use to complete a Donation as a Donor. If you have reason to believe that a Fundraiser Organizer or Fundraiser Participant is attempting to mislead Donors about the designated Charity of any Fundraiser, particularly by listing another Charity in their bio or event description, please notify us at [email protected] to alert our team of this potential issue and we will investigate.
You, as a Fundraiser Organizer or Fundraiser Participant, represent, warrant, and covenant that (i) all information you provide in connection with a Fundraiser or any fundraising organization you represent ("Fundraising Organization") is accurate, complete, and not otherwise designed to mislead, defraud, or deceive any user; (ii) all Donations contributed to your Fundraiser will be contributed to the Charity you select for your Fundraiser less the Fees outlined in the Fees section of this document; (iii) you will comply with your jurisdiction’s applicable laws and regulations when you solicit funds, particularly, but not limited to, laws relating to your marketing and solicitation for your project and laws requiring charitable solicitors to register as such; and (iv) 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, you have the authority (including any necessary consents), as required under applicable law, to provide us with such personal data and allow us to use such personal data for the purposes for which you shared it with us.
You authorize Tribuo, and Tribuo reserves the right to, provide information relating to your Fundraiser with Donors and the Charity designated as beneficiary of your Fundraiser, and with law enforcement, to assist in any investigation or as required in connection with applicable legal processes.
Your Registration Obligations
Certain aspects of our Services may also require you to register with, and agree to the terms of, third-party service providers (e.g., payment processors) in order to utilize such Services. For example, Stripe is one of Tribuo's payment processing partners. When you use third-party services, your right to use such services is strictly confidential for the purpose you provide in the details of your registration. You may not resell, hire, or on any other basis, allow third parties to use the payment services to enable such third parties to be paid for their services. You may not use the payment services for any different purpose than as registered with our application.
If Tribuo or Stripe at any time discovers that the information you provided about you or the purpose of your Fundraiser is incorrect or changed without informing us or if you violate any of these conditions, the services may be suspended and/or terminated with immediate effect and fines may be applied by the Credit Card Schemes and/or the authorities for unregistered use of payment services which will in such case be payable by you. Tribuo will assist and support you in your use of the payment processing services to be provided by the third-party payment processor (i.e., the Processor) and we will provide you with first-line assistance with and enable you to connect to the systems of the Processor to be able to use its services. For this purpose, you understand that you are instructing the Processor to provide Tribuo with access to your data and settings in the Processor's systems, which are used by the Processor to provide the services and authorize us to manage these on your behalf.
Member 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 Tribuo of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you sign out from your account at the end of each session when accessing the Services. Tribuo will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to Services
Tribuo reserves the right to modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof). We will endeavor to give you notice of any such modification, suspension or discontinuance. You agree that, to the extent permitted by law, Tribuo will not be liable to you for any modification, suspension or discontinuance of the Services in accordance with these Terms of Service.
Anonymity of Donations
As a Donor, you may have the option to publicly display your Donation using the Services. All Donation amounts will be visible to Fundraiser Organizers and Fundraiser Participants through registered account, but you as a Donor have the option to remain anonymous to the Fundraiser Organizers and Fundraiser Participants. Fundraiser Organizers and Fundraiser Participants will not be able to see any personal information in relation to your Donation other than the Donation amount if you request to make your Donation anonymously.
General Practices Regarding Use and Storage
You acknowledge that Tribuo may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Tribuo's servers on your behalf. You agree that Tribuo has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that Tribuo reserves the right to terminate accounts or Fundraisers that are inactive for an extended period of time, provided that Tribuo will use its commercially reasonable efforts to provide a Fundraiser Organizer with reasonable notice before terminating an inactive Fundraiser having a positive balance of Donations. You further acknowledge that Tribuo reserves the right to change these general practices and limits at any time, in its sole discretion. We will endeavor to give you notice of any such change where required by applicable law.
Some of our Services may be available on mobile devices and these Terms apply to your use of our Services on such devices. To the extent you access the Services through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
You are solely responsible for all Fundraiser descriptions, comments, videos, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials ("content") that you upload, post, publish or display (hereinafter, "upload") or transmit or otherwise use via the Services. The following are examples of the kind of content and/or use that is illegal or prohibited by Tribuo. However, this list is not exhaustive and Tribuo reserves the right to investigate anyone by engaging public and private organizations, including, but not limited to collection agents, private investigators, and local, state, federal and applicable international agencies, and take appropriate action against anyone who, in Tribuo's sole discretion, violates any of the terms or spirit of these Terms of Service (or the principles described in our preamble hereto), including, without limitation, removing the offending content, suspending or terminating the account of such violators, stopping payments to any such Fundraiser, freezing or placing a hold on donated funds when Tribuo reasonably believes it to be required by applicable law, and reporting you to law enforcement authorities or otherwise taking appropriate legal action. Without limiting the foregoing, you agree to not use the Services to:
In order to contribute to a Fundraiser, a Donor will be required to provide our Payment Processor (i.e. Stripe) information regarding its credit card or other payment instrument. You, as a Donor, represent and warrant to Tribuo that such information is true and that you are authorized to use the payment instrument. You agree that a certain minimum Donation amount may apply, and that all Donation payments are final and will not be refunded unless Tribuo, in its sole discretion, agrees to issue a refund.
Tribuo does not charge a Fundraiser Organizer any upfront fees for initiating a Fundraiser. Tribuo retains a flat percentage of each Donation contributed to a Fundraiser and all charitable contributions made to a Charity (collectively, "Tribuo Platform Fees"). An additional payment processing fee is also deducted from each Donation (the "Payment Processing Fee," and together with the Tribuo Platform Fees and any other imposed taxes or fees, the "Fees"). Donors acknowledge that by contributing a Donation to a Fundraiser, the Donor is agreeing to any and all applicable terms and conditions set forth by our payment partners, in addition to these Terms of Service, including Stripe's terms of service
Please see applicable Fees at tribuo.org/pricing.
Fees are deducted directly from each Donation, and will not be reflected in the amount which Tribuo will pay to a designated Charity. We reserve the right to change Tribuo's Fee pricing from time to time. If Tribuo does change its Fees, Tribuo will provide advance notice of the change on the Platform or in email to you, at Tribuo's option. Your continued use of the Services after the Fee change becomes effective constitutes your acceptance of the updated Fees. Unless expressly stated otherwise, all Fees referred to in these Terms of Service are exclusive of Value Added Tax, Goods and Services Tax and any other taxes, where applicable.
Payment from a Fundraiser
Tribuo maintains the sole right to send payment for the full amount of all Donations to your Fundraiser less Fees directly to the designated beneficiary Charity of the Fundraiser ("Payment"). A Payment will only be made after a Fundraiser is Permanently Closed. A Fundraiser becomes "Permanently Closed" once it has been closed for 30 consecutive days. Tribuo will send the Payment for any Fundraiser within 15 days of the Fundraiser becoming Permanently Closed.
Special Notice for International Use; Export Controls
Software (defined below) available in connection with the Services and the transmission of applicable data, if any, may be subject to export controls and economic sanctions laws of the United States or other jurisdictions. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of such export control and economic sanctions laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Services, including as it concerns online conduct and acceptable content.
Services Content, Software and Trademarks
You acknowledge and agree that the Services may contain content or features ("Services Content") that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Tribuo, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Services Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Services. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Tribuo from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services or distributed in connection therewith are the property of Tribuo, our affiliates and our partners (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Tribuo.
The Tribuo name and logos are trademarks and service marks of Tribuo (collectively the "Tribuo Trademarks"). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners, who may or may not endorse or be affiliated with or connected to Tribuo. Nothing in these Terms of Service or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Tribuo Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of Tribuo Trademarks will inure to our exclusive benefit.
Under no circumstances will Tribuo be liable in any way for any content or materials of any third parties (including users, Fundraiser Organizers, and Fundraiser Participants), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Tribuo does not pre-screen content, but that Tribuo and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. Without limiting the foregoing, Tribuo and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Tribuo, in its sole discretion, to be otherwise objectionable.
User Content Transmitted Through the Services
With respect to the content, photos, videos, images, trademarks, logos, brands or other materials you upload or post through the Services or share with other users or recipients (collectively, "User Content"), you represent and warrant that you own all right, title and interest in and to, or otherwise have all necessary rights and consents to (and to allow others to) fully exploit, such User Content, including, without limitation, as it concerns all copyrights, trademark rights and rights of publicity or privacy related thereto. By uploading any User Content you hereby grant and will grant Tribuo and its affiliated companies, successors and assignees a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Services or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Without limiting the foregoing, if any User Content contains your name, image or likeness, you hereby release and hold harmless Tribuo and its contractors and employees, successors and assignees from (i) all claims for invasion of privacy, publicity or libel, (ii) any liability or other claims by virtue of any blurring, distortion, alteration, optical illusion, or other use or exploitation of your name, image or likeness, and (iii) any liability for claims made by you (or any successor to any claim you might bring) in connection with your User Content, name, image or likeness. You waive any right to inspect or approve any intermediary version(s) or finished version(s) of the results of the use of your User Content (including your name, image or likeness). Further, if any person (other than you) appears in your User Content, you represent and warrant that you have secured all necessary licenses, waivers and releases from such person(s) for the benefit of Tribuo in a manner fully consistent with the licenses, waivers and releases set forth above. You further acknowledge that your participation in the Services and submission of User Content is voluntary and that you will not receive financial compensation of any type associated with the licenses, waivers, and releases set forth herein (or Tribuo's exploitation thereof), and that the sole consideration for subject matter of this agreement is the opportunity to use the Services.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services ("Submissions"), provided by you to Tribuo are non-confidential and Tribuo 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 acknowledge and agree that Tribuo may preserve content and may also disclose content if required to do so by law or in the good-faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Tribuo, its users or the public.
Tribuo respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Tribuo of your infringement claim in accordance with the procedure set forth below. Tribuo will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to [email protected] (Subject line: "DMCA Takedown Request").
To be effective, the notification must be in writing and contain the following information:
If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the above-listed email:
If a counter-notice is received by the Copyright Agent, Tribuo will send a copy of the counter-notice to the original complaining party, informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy
In accordance with the DMCA and other applicable law, Tribuo has adopted a policy of terminating, in appropriate circumstances and at Tribuo's sole discretion, users who are deemed to be repeat infringers. Tribuo may also at its sole discretion limit access to the Services and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Third Party Websites/Services
The Services may provide or facilitate, or third parties may provide, links or other access to other sites, services and resources on the Internet. Tribuo has no control over such sites, services and resources and Tribuo is not responsible for and does not endorse such sites, services and resources. You further acknowledge and agree that Tribuo will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site, service or resource. Any dealings you have with third parties found while using the Services are between you and the third party, and you agree that Tribuo is not liable for any loss or claim that you may have against any such third party.
Indemnity and Release
You agree to release, indemnify on demand and hold Tribuo 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 the Services, any Donation or Fundraiser, any User Content, your connection to the Services, your violation of these Terms of Service or your violation of any rights of another. 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.
Disclaimer of Warranties
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TRIBUO AND ITS AFFILIATES EXPRESSLY DISCLAIM AND EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TRIBUO AND ITS AFFILIATES MAKE NO WARRANTY OR CONDITION THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TRIBUO NOR ITS AFFILIATES WILL BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, (B) DAMAGES FOR LOSS OF PROFITS, (C) DAMAGES FOR LOSS OF GOODWILL, (D) DAMAGES FOR LOSS OF USE, (E) LOSS OR CORRUPTION OF DATA, OR (F) OTHER INTANGIBLE LOSSES (EVEN IF TRIBUO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRIBUO'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES (INCLUDING CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE) OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID TRIBUO IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
Dispute Resolution by Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Most user concerns can be resolved quickly and to the user's satisfaction by emailing Tribuo support at [email protected] In the unlikely event that our user support team is unable to resolve a complaint you may have (or if Tribuo has not been able to resolve a dispute it has with you after attempting to do so informally), we each agree to resolve those disputes through binding arbitration, mediation, or small claims court instead of in courts of general jurisdiction. Arbitration, which is often cheaper, faster and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief that a court can award. Also, in any arbitration under this arbitration provision, Tribuo will not be responsible for any attorneys' fees you may incur. Tribuo reserves the right to seek attorneys' fees from you. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted.
Tribuo and you agree to arbitrate all disputes and claims between us. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:
References to "Tribuo", "we", "you", and "us" include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or devices under this or prior agreements between us. Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, provincial, national or local agencies, including, for example, if residing in the United States, the Federal Communications Commission or the Attorney General of your state. Such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Tribuo are each waiving the right to a trial by jury or to participate in a class action. If residing in the United States, these Terms of Service evidence a transaction in interstate commerce, and thus the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of these Terms of Service.
A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Tribuo should be sent to [email protected] ("Notice Address"). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If Tribuo and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Tribuo may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Tribuo or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Tribuo is entitled.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Service, and will be administered by the AAA. The AAA Rules are available online at adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of these Terms of Service. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of the arbitration provision. Unless Tribuo and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location in the United States for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The payment of AAA filing, administration, and arbitrator fees for any arbitration initiated in accordance with AAA rules will be governed by the AAA rules
The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees and 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 arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AND TRIBUO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Tribuo agree otherwise in writing, 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. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
Notwithstanding any provision in these Terms of Service to the contrary, we agree that if Tribuo makes any future change to this arbitration provision (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Arbitration Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision. The provisions of this arbitration agreement shall only be in effect to the extent they are permitted under applicable laws. If the AAA Rules cannot be applied to an arbitration under applicable law, then the rules of the local governing arbitration body shall apply instead.
You agree that Tribuo, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services under reasonable circumstances, including, without limitation, for lack of use or if Tribuo believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Services, may be referred to appropriate law enforcement authorities. You agree that any termination of your access to the Services under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Tribuo may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services where such deactivation or deletion is permitted under these Terms of Service. Further, you agree that Tribuo will not be liable to you or any third party for any termination of your access to the Services.
You agree that you are solely responsible for your interactions with any other user in connection with the Services and Tribuo will have no liability or responsibility with respect thereto. Tribuo reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services.
These Terms of Service constitute the entire agreement between you and Tribuo and govern your use of the Services, superseding any prior agreements between you and Tribuo with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Washington. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Tribuo agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within King County, Washington. The failure of Tribuo to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service 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 of Service remain in full force and effect. 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 the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Tribuo, but Tribuo may assign or transfer these Terms of Service, in whole or in part, without restriction. If we fail to enforce any of our rights, that does not result in a waiver of that right. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Services may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Platform.
Please contact us at [email protected] to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Services.