140 Dearborn LLC
Effective October 22, 2014
In these Terms, we refer to those raising funds as “Campaign Owners” and to their fundraising campaigns as “Campaigns.” We refer to those contributing funds as “Contributors” and to the funds they contribute as “Contributions.” Campaign Owners, Contributors and other visitors to the Services are referred to collectively as “Users.”
140 Dearborn is a Venue
140 Dearborn is an online crowdfunding venue for people and entities seeking to raise funds to hire an attorney for the claim or defense of any legal matter for their own Campaigns and/or to contribute to the Campaigns of others. Campaign Owners can offer gifts or rewards in the form of tangible items or intangible services (collectively, “Perks”) to Contributors. Perks are not offered for sale. 140 Dearborn makes no representations about the quality, safety, morality or legality of any Campaign, Perk or Contribution or the truth or accuracy of your User Content (as defined below) posted on the Services. 140 Dearborn does not represent that Campaign Owners will deliver Perks or that Contributions will be used as described in the Campaign. Users use the Services at their own risk.
Eligibility to Use the Service
You are not eligible to use the Services without consent if you are under 18 years of age. If you are between the ages of 13 and 17, you can use the Services with the consent and supervision of your parent or legal guardian who is at least 18 years old, provided that your parent or legal guardian also agrees to be bound by the Terms and agrees to be responsible for your use of the Services. You are not eligible to use the Services if you have previously been suspended from using the Services for any reason and we have not explicitly authorized you to resume using the Services. We reserve the right to refuse use of the Services to anyone and to reject, cancel, interrupt, remove or suspend any Campaign, Contribution, or the Services at any time for any reason without liability.
Campaign Owners are not permitted to create a Campaign to raise funds for illegal activities, to cause harm to people or property, or to scam others. If you know that your Campaign is claiming to do the impossible or it’s just plain phony, don’t post it. You must comply with all applicable laws and regulations in connection with your Campaign, including offering Perks and using Contributions.
Campaign Owners 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;
· weapons, ammunition and related accessories;
· any form of lottery or gambling;
· any form of air transportation;
· 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.
140 Dearborn 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 offers of goods and services 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
· take any action that imposes, in 140 Dearborn’s sole discretion, an unreasonable load on 140 Dearborn’s infrastructure.
We reserve the right to remove Campaigns and terminate User accounts for such activities.
Disputes between Campaign Owners and Contributors
Campaign Owners are legally bound to perform on any promise and/or commitment to Contributors (including delivering any Perks). If a Campaign Owner is unable to perform on any promise and/or commitment to Contributors, the Campaign Owner will work with the Contributors to reach a mutually satisfactory resolution, which may include the issuance of a refund of Contributions by the Campaign Owner. 140 Dearborn is under no obligation to become involved in disputes between Campaign Owners and Contributors, or Users and any third party. In the event of any dispute, such as a Campaign Owner’s alleged failure to comply with the Terms or alleged failure in fulfillment of a Perk, we may provide the Campaign Owner’s contact information to the Contributor so that the two parties may resolve their dispute.
User Account Information
All User registration information must be accurate and truthful. Users agree to notify 140 Dearborn immediately if you discover that your User account has been used without your authorization or there has been any other breach of your User account’s security. Each User also agrees to provide additional information 140 Dearborn may reasonably request and to answer truthfully and completely any questions 140 Dearborn might ask you in order to verify such User’s identity.
License to Users
140 Dearborn grants each User a limited, non-exclusive, non-transferable, revocable license to use the Services subject to such User’s eligibility and continued compliance with these Terms.
As a Campaign Owner, you are permitted to offer Perks to Contributors. Campaign Owners are legally bound to perform on any promise and/or commitment to Contributors (including delivering any Perks). Campaign Owners will respond promptly and truthfully to all questions posed to them by 140 Dearborn or any Contributor. If any Campaign Owner is unable to fulfill any of its commitments to Contributors (including delivering any Perks), the Campaign Owner will work with the Contributors to reach a mutually satisfactory resolution, which may include refunding their Contributions. Campaign Owners will comply with all applicable laws and regulations in the use of Contributions and delivery of Perks. Campaign Owners are responsible for collecting and remitting any taxes on Contributions, and any taxes due in connection with your Perks. 140 Dearborn may attempt to verify the identity and other information provided to us by Campaign Owners, and we may delay, withhold, reverse or refund any Contributions or other amounts without notice or liability in the event we are unable to verify any such information to our satisfaction.
As a Contributor, you are solely responsible for asking questions and investigating Campaign Owners and Campaigns to the extent you feel is necessary before you make a Contribution. All Contributions are made voluntarily and at your sole discretion and risk. 140 Dearborn doesn’t guarantee that Contributions will be used as promised, that Campaign Owners will deliver Perks, or that the Campaign will achieve its goals. 140 Dearborn does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any Campaign, 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. In the event a Contribution is returned because of our inability to disburse funds to a Campaign Owner, you will no longer be entitled to delivery of any Perk associated with your Contribution.
Fees and Payments
Setting up an account on the Services is free. We do not charge fees to Contributors, but we do charge fees to Campaign Owners as a portion of the funds they raise. By using the Services Users agree to our fees listed on our website: www.fundedjustice.com. Changes to fees are effective after we post notice of the changes on the Services. Updated fees are applied to Campaigns launched after the notice is posted. Users are responsible for paying all taxes associated with their use of the Services. Contributions are usually made via credit card or PayPal. 140 Dearborn is not responsible for the performance of PayPal or any third party credit card processing services.
Contributions, along with 140 Dearborn’s fees and charges, are not refundable. If a Campaign Owner is unable to perform on any promise and/or commitment to Contributors (including delivering any Perks), the Campaign Owner will work with the Contributors to reach a mutually satisfactory resolution, which may include the issuance of a refund of Contributions by the Campaign Owner.
Taxing authorities may classify funds raised on 140 Dearborn as taxable income to the Campaign Owner and any beneficiary who will receive funds directly from the applicable Campaign. We will ask for the tax identification number (TIN) of Campaign Owners and any beneficiaries so that we may report taxable income to the relevant taxing authorities. We will provide Campaign Owners with a tax document if required by the relevant taxing authorities. We encourage Campaign Owners to consult with a licensed tax advisor from their local jurisdiction when planning their Campaigns to understand and prepare for the tax obligations associated with funds raised on 140 Dearborn.
While using the Services, Users may post photos, videos, text, graphics, logos artwork and other audio or visual materials (collectively, “User Content”). Users grant 140 Dearborn 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 140 Dearborn, 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.
Third-Party Websites, Advertisers or Services
Campaign Owners that accept PayPal and Contributors that use PayPal agree to comply with the PayPal Acceptable Use Policy.
Each User agrees to defend, indemnify and hold harmless 140 Dearborn, 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 140 Dearborn may assume the exclusive defense and control of any matter for which Users have agreed to indemnify 140 Dearborn and each User agrees to assist and cooperate with 140 Dearborn in the defense or settlement of any such matters.
140 Dearborn has no fiduciary duty to you. 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.
Waiver and Release
For Users in a jurisdiction that requires a specific statement regarding waiver and release then the following applies. For example, California residents must, as a condition of this Agreement, waive the applicability of California Civil Code Section 1542 for unknown claims which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each User hereby waives this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.
Limitation of Liability
140 DEARBORN (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR LICENSORS) IS NOT LIABLE FOR ANY IMPACT ON ANY CLAIM OR DEFENSE OF ANY LEGAL MATTER CAUSED BY A DELAY IN RECEIVING FUNDS FROM THIS WEBSITE, 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 140 DEARBORN 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 140 DEARBORN 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 140 Dearborn 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 140 Dearborn’s liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, 140 Dearborn 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 140 Dearborn 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 140 Dearborn 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: (i) the Services shall be deemed solely based in Illinois (the principal place of business and corporate headquarters of 140 Dearborn); and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over 140 Dearborn, either specific or general, in jurisdictions other than Illinois. This Agreement shall be governed by the laws of the State of Illinois, without respect to its conflict of laws principles.
Each User agrees that any and all disputes or claims that have arisen or may arise between such User and 140 Dearborn relating in any way to or arising out of this or previous versions of the Terms or your use of or access to the Services shall be resolved exclusively through final and binding arbitration, rather than in court, except that such User may assert claims in small claims court, if such User claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the provisions of the Terms as a court would. To begin an arbitration proceeding, a User must send a letter requesting arbitration and describing the claim to our registered agent, Michael Helfand, 140 S. Dearborn Street, Floor 7, Chicago, Illinois 60603-5225. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. A User may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where such User lives or at another mutually agreed location. Users agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, such User waive any right to a jury trial. User and 140 Dearborn also both agree that either may bring suit in court to enjoin infringement or other misuse of intellectual property rights. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in a court of competent jurisdiction located in the City of Chicago, Illinois. Subject to the arbitration provisions set forth above, the successful party in any dispute will be entitled to receive from the unsuccessful party all of its reasonable attorneys’ fees, cost, and disbursements.
Campaign Owners 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. 140 Dearborn merely provides a technology platform to allow Campaign Owners 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. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the U.S.
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.
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 Campaign 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 140 Dearborn 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
Consistent with our culture of open innovation, we are always pleased to hear from our user community and welcome comments or suggestions to improve the Services. However, to avoid future misunderstandings when new products, services and features developed internally by 140 Dearborn might be similar or even identical to a submission received by 140 Dearborn, the following policy applies to all third party User submissions to 140 Dearborn of ideas, comments, suggestions, proposals or materials: (a) all submissions shall be considered non-confidential and non-proprietary; (b) 140 Dearborn will have no obligation concerning the submission, contractual or otherwise (including, without limitation, confidentiality); (c) 140 Dearborn will not be liable for any use or disclosure of any submission; and (d) 140 Dearborn shall be entitled to unrestricted use of the submission for any purpose whatsoever, commercial or otherwise, without compensation to the third party submitting User.
These Terms are the entire agreement between each User and 140 Dearborn regarding its subject matter. If any provisions 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. 140 Dearborn’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Changes to Terms
140 Dearborn may alter the Terms at any time, so please review them frequently. If a material change is made, 140 Dearborn may notify you 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 140 Dearborn’s sole discretion, in good faith, and using common sense and reasonable judgment.
DMCA Notice and Complaint of Intellectual Property Infringement
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement under the Digital Millennium Copyright Act of 1998 (“DMCA”) or that any User Content infringes your intellectual property rights and is accessible via the Services or in connection with our promotion of the Services, please notify 140 Dearborn’s Legal Department at email@example.com. “Infringement” means the unauthorized or not permitted use of copyrighted material or other intellectual property rights. For your complaint to be valid, you must provide the following information in writing (“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 (“Complainant”).
· 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 140 Dearborn to locate the material.
· Information reasonably sufficient to permit 140 Dearborn 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 copyright owner, 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 our DMCA Agent (“Designated Agent”) by mail and email to the following addresses:
140 Dearborn LLC
Attention: Michael Helfand
140 S. Dearborn Street, Floor 7
Chicago, Illinois 60603-5225
Telephone & Fax: 312-346—5578 (t) 312-346-5330(f)
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
If you believe that your material has been removed or disabled by mistake or misidentification, you may file a written counter-notice with the Designated Agent, including the following information (“Counter-Notice”) within 5 business days from your receipt of the Notice of Infringement:
· a physical or electronic signature of the owner or authorized user of material;
· 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 you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
· your name, address, telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which the service provider may be found, and that you will accept service of process from the Complainant or an agent of such person.
Upon receipt of the Counter-Notice by the Designated Agent, a copy of the Counter-Notice may be sent to the Complainant informing the Complainant that 140 Dearborn, at its discretion, may replace the removed material or cease disabling it in not less than 10, nor more than 14, business days following receipt of the Counter-Notice, unless the Designated Agent receives written notice from the Complainant that the Complainant has filed an action seeking a court order to restrain you from engaging in infringing activity relating to your unauthorized use of the material on the Service.
If you fail to provide required information or follow this process, your Notice of Infringement or Counter-Notice is incomplete so no action will be taken. You and the Complainant are encouraged to work to an amicable resolution.
In accordance with the DMCA and other applicable laws, 140 Dearborn has adopted a policy of terminating, in appropriate circumstances and at 140 Dearborn’s sole discretion, repeat infringers.
No Legal Advice
Nothing contained in the Terms or the Services constitutes legal advice. If Users have any questions regarding their legal rights and legal obligations, Users should consult with their own attorney.
All subpoenas must be properly served on 140 Dearborn, preferably by mailing the subpoena to Corporation Service Company, our nation registered agent. Please find below the Illinois address for our registered agent:
140 S. Dearborn Street, Floor 7
Chicago, Illinois 60603-5225
If you have a subpoena to serve on 140 Dearborn, please note that 140 Dearborn does not accept service via e-mail or fax and will not respond to the subpoena.