In these Terms, we refer to those raising funds as "Project Creators" and to their fundraising Projects as "Projects." We refer to those contributing funds as "Contributors" and to the funds they contribute as "Contributions." Project Creators, Contributors and other visitors to the Services are referred to collectively as "Users."
Measure Venture is a Venue
Measure Venture is an online crowdfunding venue for people and entities seeking to raise funds for their own Projects and to contribute to the Projects of others. Project Creators can offer gifts or rewards in the form of tangible items or intangible services (collectively, "Perks") to Contributors. Perks are not offered for sale. Measure Venture makes no representations about the quality, safety, morality or legality of any Project, Perk or Contribution or the truth or accuracy of User Content (as defined below) posted on the Services. Measure Venture does not represent that Project Creators will deliver Perks or that Contributions will be used as described in the Project. Users use the Services at their own risk. The Services do not include the offer or sale of securities (as such term is defined in the Securities Act of 1933), and Measure Venture, Inc. is not a broker-dealer or a member of the Financial Industry Regulatory Authority.
Eligibility to Use the Services
Users under 18 years of age are not eligible to use the Services without consent. Users between the ages of 13 and 17, can use the Services with the consent and supervision of a parent or legal guardian who is at least 18 years old, provided such parent or legal guardian also agrees to be bound by the Terms and agrees to be responsible for such use of the Services. Users suspended from using the Services are not eligible to use the Services. Measure Venture reserves the right to refuse use of the Services to anyone and to reject, cancel, interrupt, remove or suspend any Project, Contribution, or the Services at any time for any reason without liability.
Project Creators are not permitted to create a Project to raise funds for illegal activities, to cause harm to people or property, or to scam others. If the Project is claiming to do the impossible or it's just plain phony, don't post it. Users must comply with all applicable laws and regulations in connection with their Projects, including offering Perks and using Contributions. Project Creators shall not make any false or misleading statements in connection with their Projects.
Project Creators must not: (1) include threatening, abusive, harassing, defamatory, libelous, or profane content in any Project, or content that is invasive of another’s privacy; (2) impersonate any person or entity, including any employee or representative of Measure Venture, or (3) infringe any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violate any law or contract.
Project Creators are not permitted to offer or provide any of the following as a Perk:
- any form of "security" (as such term is defined in the Securities Act of 1933);
- any form of financial incentive or participation in any profit sharing;
- any alcoholic consumer products (vouchers or memberships offering physical delivery of alcoholic consumer products are permitted);
- any controlled substance or drug paraphernalia;
- any weapons, ammunition and related accessories;
- any form of lottery or gambling;
- any human remains, such as bones or skulls;
- any form of air transportation; or
- any items promoting hate, discrimination, personal injury, death, damage, or destruction to property; or any items (a) prohibited by applicable law to possess or distribute, (b) that would violate applicable law if distributed, or (c) that would result in infringement or violation of another person's rights if distributed.
Measure Venture is not a place for hatred, abuse, discrimination, disrespect, profanity, meanness, harassment, or spam. Do not:
- use the Services to promote violence, degradation, subjugation, discrimination or hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity;
- post images or videos that are sexually explicit or post links to sites that contain sexually explicit material or show people or animals being hurt or degraded;
- spam the comments sections or other Users with unsolicited or unauthorized offers of goods and services, advertising, promotional material, junk mail, spam or chain letters, or inappropriate messages;
- engage in any activity that interferes with or disrupts the proper working of the Services or any activities conducted on the Services; or
- bypass any measures Measure Venture may use to prevent or restrict access to the Service;
- run any form of auto-responder or “spam” on the Service;
- Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; or
- take any action that imposes, in Measure Venture's sole discretion, an unreasonable load on Measure Venture's infrastructure;
- represent products created by others as your own creation, or act as a reseller of others' products;
Measure Venture reserves the right to remove Projects and terminate User Accounts for such activities.
Prohibited Visual Elements in Project Images
Project Creators are not permitted to do any of the following with Project images:
- incorporate Measure Venture colors and branding elements, including but not limited to logos, colored frames, borders or badges;
- include any visual element that could be interpreted to have been produced by Measure Venture, including but not limited to banners, progress bars or funding stats;
- include any visual element that communicates endorsement by Measure Venture.
Disputes between Project Creators, Third Parties and Contributors
Project Creators are legally bound to perform on any promise and/or commitment to Contributors (including delivering any Perks). Measure Venture does not recognize any third party and/or agency affiliated with the Project as a Project Creator. If a Project Creator is unable to fulfill any of its commitments to Contributors (including delivery of any Perks), the Project Creator will work with the Contributors to reach a mutually satisfactory resolotion, which may include refunding Contributions. Please note that Contributors contribute directly tp Project Creators on SITE-SHORTNAME, then it is the Project Creator's responsibility to issue refunds to Contributors.
Measure Venture is under no obligation to become involved in disputes between Project Creators and Contributors, or Users and any third party. In addition, Measure Venture is under no obligation to become involved in disputes regarding the determination of the rightful Project Creator, and will not be obligated to make any changes to Project Creator accounts or transfer of ownership. In the event of any dispute, such as a Project Creator's alleged failure to comply with the Terms or alleged failure in fulfillment of a Perk, we may provide the Project Creator's contact information to the Contributor so that the two parties may resolve their dispute.
All information submitted in connection with a User account on the Services (each, a “User Account”) must be accurate and truthful. Users agree to notify Measure Venture immediately if their User Account has been used without authorization or there has been any other breach of security of the User Account. Each User also agrees to provide additional information Measure Venture may reasonably request and to answer truthfully and completely any questions Measure Venture might ask you in order to verify such User's identity.
Project Creators are permitted to offer Perks to Contributors. Project Creators are legally bound to perform on any promise and/or commitment to Contributors (including delivering any Perks). This commitment includes shipping Perks to Measure Venture Contributors before fulfilling any orders received after the Project has ended. For Project Creators participating in programs with our retail partners, failure to ship orders to Measure Venture Contributors first may result in removal from such retail partnership programs.
Project Creators will respond promptly and truthfully to all questions posed to them by Measure Venture or any Contributor. Project Creators will provide substantive and quality updates at least once a month to their Contributors. Failure to do so may result in punitive actions taken on the Project. If any Project Creator is unable to fulfill any of its commitments to Contributors (including delivering any Perks), the Project Creator will work with the Contributors to reach a mutually satisfactory resolution, which may include refunding their Contributions.
Your location as reflected on your Project page must match your legal residence that you submit to Measure Venture when you create the Project. Project Creators may not create multiple Projects without proof of meeting fulfillment obligations from the original Project. Failure to adequately fulfill Project obligations may result in Measure Venture removing the Project(s) from Measure Venture, including by using third-party collections services. Only the Project Creator shall be permitted to collect Project funds. Measure Venture will not be required to disburse Project funds to any third parties.
Measure Venture may attempt to verify the identity and other information provided to us by Project Creators. Project Creator eligibility is subject to Measure Venture’s review of the fulfillment status of prior crowdfunding obligations. Measure Venture reserves the right to prohibit or remove a Project if the Project Creator is delayed by three months or more in fulfilling a prior crowdfunding project on Measure Venture or another platform.
You acknowledge that as a Project Creator, if you do not act in accordance with Measure Venture’s Terms, Measure Venture may obtain reimbursement of any amounts owed by a Project Creator to Measure Venture from the connected Stripe account associated with your Project, or by seeking reimbursement from the Project Creator by any other lawful means, including by using third-party collections services.
Confidentiality and Privacy & Data Security
“Confidential Information” shall include (i) all documents and verbal communications which relate to the products or businesses of either party and which (A) are disclosed by disclosing party to the receiving party, and (B) are confidential and proprietary to a party, (ii) the contents of this Agreement including, but not limited to, a description of the Services, (iii) the fees payable to Measure Venture hereunder, (iv) Backer personal information.
Each party agrees not to disclose such Confidential Information to others (except its employees and subcontractors who reasonably require same for the purposes hereof and who are bound by a like obligation as to confidentiality) or to use it for purposes other than internally as necessary to perform its obligations under this Agreement, without the other party’s express written permission, except when Confidential Information received from Measure Venture (i) can be demonstrated by written records to be known to Project Creator at the time of receipt without restriction, (ii) was subsequently otherwise legally acquired by Project Creator from a third Party having an independent right to disclose the information without restriction, (iii) is now or later becomes publicly known without breach of this Agreement, Statement of Work, or any other agreement, (iv) is required to be disclosed by order of a court, administrative agency, or other governmental body provided that Project Creator has given reasonable advance notice to allow Measure Venture the opportunity to seek a protective order or otherwise prevent or limit such disclosure or (v) is or has been independently developed by employees of Project Creator without reference to the Confidential Information, and such development can be substantiated in writing. Project Creator’s obligations of confidentiality and non-use shall be in force during the term of the Agreement or any applicable Statement of Work and any extension thereof and shall extend for a period of three (3) years from the expiration or termination of the Agreement.
In accordance with best industry practices and standards, Project Creator will ensure the following:
- Install and maintain industry-standard security measures for Project Creator’s computer systems;
- Implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect all Confidential Information and personally identifiable information obtained hereunder from unauthorized access, destruction, use, modification or disclosure.
Contributors are solely responsible for asking questions and investigating Project Creators and Projects to the extent they feel is necessary before making a Contribution. All Contributions are made voluntarily and at the sole discretion and risk of the Contributor. Measure Venture does not guarantee that Contributions will be used as promised, that Project Creators will deliver Perks, or that the Project will achieve its goals. Measure Venture does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any Project, Perk or Contribution, or the truth or accuracy of User Content posted on the Services. Contributors are solely responsible for determining how to treat their Contributions and receipt of any Perks for tax purposes. If a Contribution is returned to a Contributor, the associated Perks, if any, shall be canceled.
Setting up an account on the Services is free. We do not charge our Service fees to Contributors. Unless otherwise expressely indicated on the Services, we do charge our Service fees to Project Creators as a portion of the Contributions they raise (the "Service Fees"). By using the Services Users agree to our Service Fees. Changes to Service Fees are effective after we post notice of the changes on the Services. Updated Service Fees are applied to Projects launched after the notice is posted.
Contributors should contact the Project Creator directly regarding refunds.
Taxing authorities may classify funds raised on the Services as taxable income to the Project Creator and any beneficiary who will receive funds directly from the applicable Project. Measure Venture will ask for the tax identification number (TIN) of Project Creators and any beneficiaries so that we may report taxable income to the relevant taxing authorities. Measure Venture will provide Project Creators with a tax document if required by the relevant taxing authorities.
While using the Services, Users may post photos, videos, text, graphics, logos artwork and other audio or visual materials (collectively, "User Content"). Users grant Measure Venture a perpetual, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works, and distribute User Content of any User on or in connection with the Services and our related marketing and promotional activities. As between Users and Measure Venture, Users continue to hold all ownership interest in their User Content. Each User represents and warrants that its User Content and our use of such User Content will not infringe any third party's intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these Terms or applicable law.
Project Creators may not offer any contest, competition, giveaway, sweepstakes or similar activity (each, a "Promotion") on the Services without Measure Venture's prior written permission (which may be granted or withheld by Measure Venture in its sole and absolute discretion). Project Creators may request permission from Measure Venture by sending an email to firstname.lastname@example.org. Subject to and upon any such permission, each Project Creator offering any Promotion further acknowledges and agrees that: (a) such Project Creator shall be solely responsible for all facets of each such Promotion; (b) such Promotion does not require any Contribution or other payment of any amount as the sole method of entry into such Promotion; and (c) the official rules for such Promotion shall include clear and conspicuous language to the effect that: (i) Measure Venture does not sponsor, endorse or administer the Promotion; (ii) each participant or entrant in the Promotion releases Measure Venture from any and all liability; and (iii) all questions concerning the Promotion must be directed to the Project Creator and not to Measure Venture.
Third-Party Websites, Advertisers or Services
Credit card payment processing services for Project Creators on Measure Venture are provided by Stripe, Inc. ("Stripe") and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By continuing to operate as a Project Creator on Measure Venture, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition to Measure Venture enabling credit card payment processing services through Stripe, you agree to provide Measure Venture accurate and complete information about you and your business, and you authorize Measure Venture to share any such information with Stripe, as well as transaction information related to your use of the payment processing services provided by Stripe. In all cases, standard credit card or other third party processing fees apply in addition to any Service Fees. We are not responsible for the performance of any third party credit card processing or third party payment services.
By using our Services, you acknowledge that Measure Venture reserves the right to attempt to recover or hold funds from your Project, or the connected Stripe or bank account associated with your Project, for reasons including but not limited to: refunds, lost chargebacks, a Project Creator does not act in accordance with Measure Venture’s Terms, or other situations resulting in negative balances.
We may obtain reimbursement of any amounts owed by a Project Creator to Measure Venture by holding funds from your Project, or the connected Stripe or bank account associated with your Project, or seeking reimbursement from the Project Creator by any other lawful means, including by using third-party collections agencies. You authorize us to use any or all of the foregoing methods to seek reimbursement.
Each User agrees to defend, indemnify and hold harmless Measure Venture, its subsidiaries and affiliated companies, and their officers, directors, employees, contractors and agents from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys' fees and costs) and all amounts paid in settlement arising from or relating to use of the Services, breach of these Terms or violation of any laws. Measure Venture may assume the exclusive defense and control of any matter for which Users have agreed to indemnify Measure Venture and each User agrees to assist and cooperate with Measure Venture in the defense or settlement of any such matters.
Measure Venture has no fiduciary duty to any User. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR COURSE OF PERFORMANCE. USE OF THE SERVICES IS AT USER'S OWN RISK.
Limitation of Liability
Measure Venture (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR LICENSORS) IS NOT LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR, IN ANY EVENT, FOR DAMAGES EXCEEDING THE LESSER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE FEES PAID TO Measure Venture FOR THE TRANSACTION FROM WHICH THE CAUSE OF ACTION AROSE. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF Measure Venture HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
For jurisdictions that do not allow Measure Venture to limit its liability: Notwithstanding any provision of the Terms, for Users in a jurisdiction that has provisions specific to waiver or liability that conflict with the foregoing, then Measure Venture's liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, Measure Venture does not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation or intentional misconduct; or (c) any liability which it is not lawful to exclude either now or in the future.
The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by any User, but may be assigned by Measure Venture without restriction or consent.
Termination may result in the forfeiture and destruction of all information associated with any User Account. Users may terminate their User Account by following the instructions on the Services, but Measure Venture may retain the User Account information after termination in accordance with regulatory, accounting, and legal compliance procedures. All provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Users agree that: (a) the Services shall be deemed solely based in United States (the principal place of business and corporate headquarters of Measure Venture); and (b) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over Measure Venture, either specific or general, in jurisdictions other than United States. This Agreement shall be governed by the laws of the State of United States, without respect to its conflict of laws principles.
Measure Venture and User agree that any and all disputes or claims shall be resolved exclusively through final and binding arbitration, rather than in court, except that a User at its election may assert claims in small claims court, if the User’s claims otherwise qualify for adjudication in that court. Measure Venture and User manifest their assent to arbitrate by providing and using the Services. Arbitrable claims are those that Measure Venture asserts against User, and that User asserts against Measure Venture, any related or affiliated entity, and the officers, directors, agents or employees of any of them. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate. If for any reason the FAA is inapplicable, the law of arbitrability of the state of User’s principal place of business shall apply.
Project Creators and other Users should be aware that many states impose charitable fund solicitation laws to guide direct or indirect fund solicitation activities in those states. While provisions vary state to state, these state laws typically include registration and reporting requirements. Measure Venture merely provides a technology platform to allow Project Creators to connect with Contributors. Users who access or use the Services do so at their own volition and are entirely responsible for compliance with applicable law.
Measure Venture makes no representations, warranties or other assertions as to the potential tax deductible status of any Contribution by a Contributor to a charitable cause or to a Project whose purported recipient is a recognized 501(c)(3) or other tax -advantaged organization under the Internal Revenue Code. The listing of an organization via the Services does not necessarily mean that the organization has been deemed— or remains currently deemed—a charitable or tax-advantaged organization by the Internal Revenue Service.
In the event of a conflict between these the English language version of the Terms and any foreign language translation versions thereof, the English language version of the Terms shall govern and control. All disputes, claims and causes of action (and related proceedings) will be communicated in English. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the U.S.
Users agree to comply with all laws, restrictions and regulations relating to the export of products and information. For purposes of the U.S. Export Administration Act ("Export Laws"), each User states that such User is: (a) not a citizen, or otherwise located within, an embargoed nation (including without limitation the Office of Foreign Assets Control ("OFAC") comprehensively embargoed countries of Iran, Syria, Cuba, North Korea and Sudan and certain Specially Designated Nationals listed by OFAC as updated from time to time and (b) not otherwise prohibited under the Export Laws from receiving such products and information. Funds may be frozen and/or turned over to the applicable governmental enforcement agency if a Project is deemed to be in violation of Export Laws.
Cooperation with Authorities and Police Enforcement
We will cooperate with law enforcement authorities as required by law. We will cooperate with law enforcement agencies in any investigation of alleged illegal activity regarding the use of the Services when requested.
Users agree Measure Venture may provide notifications to such User via email, written or hard copy notice, or through conspicuous posting of such notice on our website. Users may opt out of certain means of notification or to receive certain notifications.
Unsolicited Idea Submissions
We are always pleased to hear from our Users, and welcome their comments or suggestions. However, products, services, and features developed by Measure Venture or its Users might be similar or even identical to a submission received by Measure Venture or its Users. When we refer to a "submission" in this paragraph, we mean: any submission, comment, or suggestion (including, but not limited to, ideas, products, or services and suggested changes) made either on the Measure Venture platform or to Measure Venture about an existing product or service on, or a feature of, or a proposed addition to, the Measure Venture platform.
With regard to User submissions:
- all such submissions are non-confidential and non-proprietary and will be treated as non-confidential and non-proprietary;
- Measure Venture and its Users will have no express or implied obligation or liability of any kind concerning the submissions, including, for example, any use or disclosure of the submissions; and,
- Measure Venture and its Users are entitled to unrestricted use or disclosure of the submissions for any purpose whatsoever, all without compensation to the User that submitted the submission.
These Terms are the entire agreement between each User and Measure Venture regarding its subject matter. If any provision of these Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Measure Venture's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Changes to Terms
Measure Venture may alter the Terms at any time, so please review them frequently. If a material change is made, Measure Venture may notify Users in the Services, by email, by means of a notice on the Services, or other places we think appropriate. A "material change" will be determined at Measure Venture's sole discretion, in good faith, and using common sense and reasonable judgment.
If any User believes that its copyrighted work has been copied in a way that constitutes copyright infringement under the Digital Millennium Copyright Act of 1998 (the "DMCA") or that any User Content infringes such User's intellectual property rights and is accessible the Services, please notify Measure Venture's Legal Department at email@example.com. "Infringement" means the unauthorized or not permitted use of copyrighted material or other intellectual property rights. For such complaint to be valid, the User (the "Complainant") must provide the following information in writing (the "Notice of Infringement"):
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website.
- 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 Measure Venture to locate the material.
- information reasonably sufficient to permit Measure Venture to contact the Complainant, such as an address, telephone number, and, if available, an electronic mail address at which the Complainant may be contacted.
- a statement that the Complainant has a good faith belief that use of the material in the manner complained of is not authorized by the Complainant, its agent, or the law.
- a statement that the information in the notification is accurate, and under penalty of perjury, that the Complainant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The above information must be submitted to the Measure Venture DMCA agent (the "DMCA Agent") by email to firstname.lastname@example.org.
If any User (the "Respondent") believes that its material has been removed or disabled by mistake or misidentification, such Respondent may file a written counter-notice (the "Counter Notice") with the DMCA Agent, including the following information within five business days from receipt of the Notice of Infringement:
- a physical or electronic signature of the Respondent;
- identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- a statement made under penalty of perjury that the Respondent has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
- the name, address, and telephone number of the Respondent, and a statement that the Respondent consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the Respondent's address is outside of the United States, for any judicial district in which the service provider may be found, and that the Respondent will accept service of process from the Complainant or an agent of the Complainant.
Upon receipt of the Counter-Notice by the DMCA Agent, a copy of the Counter-Notice may be sent to the Complainant informing the Complainant that Measure Venture, at its discretion, may replace the removed material or cease disabling it in not less than ten, nor more than 14, business days following receipt of the Counter-Notice, unless the DMCA Agent receives written notice from the Complainant that the Complainant has filed an action seeking a court order to restrain the Respondent from engaging in infringing activity relating to the unauthorized use of the material on the Service.
Measure Venture WILL TAKE NO ACTION UPON ANY FAILURE TO PROVIDE THE INFORMATION OR OTHERWISE FOLLOW THE PROCESS OUTLINED ABOVE.
In accordance with the DMCA and other applicable laws, Measure Venture has adopted a policy of terminating, in appropriate circumstances and at Measure Venture's sole discretion, repeat infringers.