TERMS AND CONDITIONS
Last updated January 22, 2026
AGREEMENT TO OUR LEGAL TERMS
We are Hyphae LLC ("Company,"
"we," "us," "our"), a
company registered in Delaware, United States at 8
The Green, STE A, Dover, DE 19901.
We operate the mobile
application Wingtap (the "App"), as well
as any other related products and services that refer or link to these
legal terms (the "Legal Terms") (collectively,
the "Services").
We provide a platform to facilitate donations to nonprofit organizations.
You can contact us by email at
hello@wingtap.com or by
mail
to 8 The Green, STE
A, Dover, DE 19901, United States.
These Legal Terms constitute a legally binding agreement made between
you, whether personally or on behalf of an entity
("you"), and Hyphae LLC, concerning your access to
and use of the Services. You agree that by accessing the Services, you
have read, understood, and agreed to be bound by all of these Legal
Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE
EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE
USE IMMEDIATELY.
We will provide you with prior notice of any scheduled changes to the
Services you are using. The modified Legal Terms will become effective
upon posting or notifying you by
hello@wingtap.com, as stated in
the email message. By continuing to use the Services after the effective
date of any changes, you agree to be bound by the modified terms.
The Services are intended for users who are at least 13 years of age.
All users who are minors in the jurisdiction in which they reside
(generally under the age of 18) must have the permission of, and be
directly supervised by, their parent or guardian to use the Services. If
you are a minor, you must have your parent or guardian read and agree to
these Legal Terms prior to you using the Services.
We recommend that you keep a copy of these Legal Terms for your records.
TABLE OF CONTENTS
1. OUR SERVICES
The information provided when using the Services is not intended for
distribution to or use by any person or entity in any jurisdiction or
country where such distribution or use would be contrary to law or
regulation or which would subject us to any registration requirement
within such jurisdiction or country. Accordingly, those persons who
choose to access the Services from other locations do so on their own
initiative and are solely responsible for compliance with local laws, if
and to the extent local laws are applicable.
The Services are not tailored to comply with industry-specific regulations
(Health Insurance Portability and Accountability Act (HIPAA), Federal
Information Security Management Act (FISMA), etc.), so if your interactions
would be subjected to such laws, you may not use the Services. You may
not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
2. INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
We are the owner or the licensee of all intellectual property rights in
our Services, including all source code, databases, functionality,
software, website designs, audio, video, text, photographs, and graphics
in the Services (collectively, the "Content"), as well as the
trademarks, service marks, and logos contained therein
(the "Marks").
Our Content and Marks are protected by copyright and trademark laws (and
various other intellectual property rights and unfair competition laws)
and treaties in the United States and around the world.
The Content and Marks are provided in or through the Services "AS IS"
for your personal, non-commercial use only.
Your use of our Services
Subject to your compliance with these Legal Terms, including
the "
PROHIBITED
ACTIVITIES" section below, we grant you a non-exclusive, non-transferable,
revocable license to:
-
access the Services; and
-
download or print a copy of any portion of the Content to which you
have properly gained access,
solely for your personal, non-commercial use.
Except as set out in this section or elsewhere in our Legal Terms, no
part of the Services and no Content or Marks may be copied, reproduced,
aggregated, republished, uploaded, posted, publicly displayed, encoded,
translated, transmitted, distributed, sold, licensed, or otherwise
exploited for any commercial purpose whatsoever, without our express
prior written permission.
If you wish to make any use of the Services, Content, or Marks other
than as set out in this section or elsewhere in our Legal Terms, please
address your request to: hello@wingtap.com. If we ever grant you
the permission to post, reproduce, or publicly display any part of our
Services or Content, you must identify us as the owners or licensors of
the Services, Content, or Marks and ensure that any copyright or
proprietary notice appears or is visible on posting, reproducing, or
displaying our Content.
We reserve all rights not expressly granted to you in and to the
Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a
material breach of our Legal Terms and your right to use our Services
will terminate immediately.
Your submissions
Please review this section and the "
PROHIBITED
ACTIVITIES" section carefully prior to using our Services to
understand the
(a) rights you give us and (b) obligations you have when you post or
upload any content through the Services.
Submissions: By directly sending us any question,
comment, suggestion, idea, feedback, or other information about the
Services ("Submissions"), you agree to assign to us all intellectual
property rights in such Submission. You agree that we shall own this
Submission and be entitled to its unrestricted use and dissemination for
any lawful purpose, commercial or otherwise, without acknowledgment or
compensation to you.
You are responsible for what you post or upload: By sending us
Submissions through any
part of the
Services you:
-
confirm that you have read and agree with our "PROHIBITED
ACTIVITIES" and will not post, send, publish, upload, or transmit through
the Services any Submission that is illegal, harassing, hateful,
harmful, defamatory, obscene, bullying, abusive, discriminatory,
threatening to any person or group, sexually explicit, false,
inaccurate, deceitful, or misleading;
-
to the extent permissible by applicable law, waive any and all moral
rights to any such Submission;
-
warrant that any such Submission are original to you or that you
have the necessary rights and licenses to submit such
Submissions and that you have full authority to grant us the
above-mentioned rights in relation to your Submissions; and
-
warrant and represent that your Submissions do not constitute
confidential information.
You are solely responsible for your Submissions and you expressly agree
to reimburse us for any and all losses that we may suffer because of
your breach of (a) this section, (b) any third party’s
intellectual property rights, or (c) applicable law.
3. USER REPRESENTATIONS
By using the Services, you represent and warrant that: (1) all
registration information you submit will be true, accurate, current, and
complete; (2) you will maintain the accuracy of such information and
promptly update such registration information as necessary; (3) you
have the legal capacity and you agree to comply with these Legal
Terms; (4) you are not under the age of 13; (5) you are not a
minor in the jurisdiction in which you reside, or if a minor, you have
received parental permission to use the Services; (6) you will not
access the Services through automated or non-human means, whether
through a bot, script or otherwise; (7) you will not use the Services
for any illegal or unauthorized purpose; and (8) your use of
the Services will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not
current, or incomplete, we have the right to suspend or terminate
your account and refuse any and all current or future use of the
Services (or any portion thereof).
4. USER REGISTRATION
You may be required to register to use the Services. You agree to
keep your password confidential and will be responsible for all use
of your account and password. We reserve the right to remove,
reclaim, or change a username you select if we determine, in our
sole discretion, that such username is inappropriate, obscene, or
otherwise objectionable.
5. PAYMENTS, FEES, AND CHECKOUT TRANSPARENCY
For the purposes of these Legal Terms, "payments" and "donations" are
used interchangeably and refer to the financial contributions made by
you through the Services to the nonprofit organizations featured on the App.
Payment methods and currency
We accept the following forms of payment for donations (availability may vary by country): Visa,
Mastercard, American Express, and Discover.
The Services may support multiple currencies. The available currency options for a given donation will
be shown in the App interface at checkout.
Payment processing (Stripe)
Payments are processed using Stripe, a third-party payment processor (including Stripe Connect). By
making a payment on our platform, you agree to be bound by Stripe's applicable terms and conditions, and
you consent to provide Stripe with the necessary personal and payment information for processing your
donation.
Checkout transparency and total amount charged
Before you confirm your transaction, the App will show you the total amount that will be charged to your
payment method (the "Total Amount"). The Total Amount is the donation amount you choose, plus any
optional additional amount you elect to add through the Services (for example, by choosing to "cover
costs" or similar settings). If you select such an option, you understand that you are increasing your
donation amount. We may also show a "transaction breakdown" or an estimated "cost" amount. Any such
amount is an estimate and may vary based on card type, country, currency conversion, payment network
rules, chargebacks, refunds (if any), and other factors.
Processing costs and platform fee
Donations made through the Services may be subject to processing and related costs charged by Stripe
and/or card networks, which can vary by card type, country, and currency conversion. For the most
current information on Stripe's standard processing fees, please refer to Stripe's published pricing.
The Services may also display fee-related disclosures at checkout, which may vary based on your payment
method, country, and currency.
In addition, Wingtap retains a platform fee (currently calculated as 3.8% of the donation amount, unless
otherwise shown) to help cover the costs of operating, maintaining, and improving the Services. Any
changes to the platform fee will be communicated in advance and/or disclosed at checkout.
How funds move
Donations are intended to be routed to the recipient nonprofit's account via Stripe, net of applicable
processing costs and Wingtap's platform fee (as described above). Where you choose to "cover costs" (or
similar), the intent is to reduce the impact of those costs on the amount the nonprofit receives by
increasing your donation amount. We do not promise that we will be able to reverse, claw back, or
retrieve funds once processed through the payment network.
Billing errors
We reserve the right to correct any errors or mistakes in billing, even if we have already requested or
received payment. We reserve the right to refuse any payment at our discretion. We may, in our sole
discretion, limit or cancel contributions made per person, per household, or per order. Possible reasons
for cancellation include, but are not limited to, errors in your donation submission or suspected
fraudulent or unauthorized transactions.
6. CHARITABLE GIVING & REGULATORY COMPLIANCE
Eligibility and "good standing"
We seek to feature and facilitate donations only to nonprofit organizations that are eligible to receive
donations through the Services. We may validate the eligibility or status of recipient organizations
against applicable databases (which may include federal and/or state registries). We reserve the right
to suspend, remove, or restrict a nonprofit's ability to receive donations through the Services if we
reasonably believe the organization is not eligible, is not in good standing with a relevant registry,
has provided inaccurate information, or otherwise presents compliance, fraud, or reputational risk.
Routing, timing, and statutory requirements
Donations are routed through payment processors (including Stripe Connect). Where a law or regulation
requires specific handling, timing, or treatment of charitable contributions, we will route and/or
handle donations in accordance with applicable statutory timelines and requirements. Delays may occur
due to payment processing, fraud prevention, verification, bank account issues, sanctions screening,
registry status checks, or the nonprofit's failure to provide necessary information.
Unrestricted funds and project intent
Unless explicitly stated otherwise for a specific campaign or feature in the Services, you agree that
donations made through Wingtap are provided to the nonprofit as unrestricted funds, and nonprofits may
use them for any purposes aligned with their mission and goals. We may show project descriptions, goals,
and updates to help donors understand intended use; however, you acknowledge that the nonprofit retains
discretion over spending within the bounds of its charitable mission and legal obligations.
Receipts and tax matters
We may provide a transaction confirmation and/or receipt through the Services or by email. Tax treatment
(including whether a donation is tax-deductible) depends on your personal circumstances, the recipient
organization, and your local laws. You are solely responsible for any tax filings and for seeking
professional advice.
Refunds
Because donations are made to support nonprofit organizations and may be processed and routed quickly,
all payments are final and not subject to refunds, except where required by applicable law or in cases
of fraud, duplicate charges, or technical error. Where a refund is required or approved, it may be
processed through the payment processor and may take time to appear depending on your bank or card
issuer.
7. PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that
for which we make the Services available. The Services may not be used
in connection with any commercial endeavors except those
that are specifically endorsed or approved by us.
As a user of the Services, you agree not to:
-
Systematically retrieve data or other content from the Services
to create or compile, directly or indirectly, a collection,
compilation, database, or directory without written permission
from us.
-
Trick, defraud, or mislead us and other users, especially in any
attempt to learn sensitive account information such as user
passwords.
-
Circumvent, disable, or otherwise interfere with
security-related features of the Services, including features
that prevent or restrict the use or copying of any Content or
enforce limitations on the use of the Services and/or the
Content contained therein.
-
Disparage, tarnish, or otherwise harm, in our opinion, us and/or
the Services.
-
Use any information obtained from the Services in order to
harass, abuse, or harm another person.
-
Make improper use of our support services or submit false
reports of abuse or misconduct.
-
Use the Services in a manner inconsistent with any applicable
laws or regulations.
-
Engage in unauthorized framing of or linking to the
Services.
-
Upload or transmit (or attempt to upload or to transmit)
viruses, Trojan horses, or other material, including excessive
use of capital letters and spamming (continuous posting of
repetitive text), that interferes with any party’s
uninterrupted use and enjoyment of the Services or modifies,
impairs, disrupts, alters, or interferes with the use, features,
functions, operation, or maintenance of the Services.
-
Engage in any automated use of the system, such as using scripts
to send comments or messages, or using any data mining, robots,
or similar data gathering and extraction tools.
-
Delete the copyright or other proprietary rights notice from any
Content.
-
Attempt to impersonate another user or person or use the
username of another user.
-
Upload or transmit (or attempt to upload or to transmit) any
material that acts as a passive or active information collection
or transmission mechanism, including without limitation, clear
graphics interchange formats ("gifs"), 1×1 pixels, web
bugs, cookies, or other similar devices (sometimes referred to
as "spyware" or "passive collection mechanisms" or "pcms").
-
Interfere with, disrupt, or create an undue burden on the
Services or the networks or services connected to the Services.
-
Harass, annoy, intimidate, or threaten any of our employees or
agents engaged in providing any portion of the Services to you.
-
Attempt to bypass any measures of the Services designed to
prevent or restrict access to the Services, or any portion of
the Services.
-
Copy or adapt the Services' software, including but not limited
to Flash, PHP, HTML, JavaScript, or other code.
-
Except as permitted by applicable law, decipher, decompile,
disassemble, or reverse engineer any of the software comprising
or in any way making up a part of the Services.
-
Except as may be the result of standard search engine or
Internet browser usage, use, launch, develop, or distribute any
automated system, including without limitation, any spider,
robot, cheat utility, scraper, or offline reader that accesses
the Services, or use or launch any unauthorized script
or other software.
-
Use a buying agent or purchasing agent to make purchases on the
Services.
-
Make any unauthorized use of the Services, including
collecting usernames and/or email addresses of users by
electronic or other means for the purpose of sending unsolicited
email, or creating user accounts by automated means or under
false pretenses.
-
Use the Services as part of any effort to compete with us or
otherwise use the Services and/or the Content for any
revenue-generating endeavor or commercial enterprise.
-
Upload or share content that promotes terrorism, violence, serious fraud, or child sexual
exploitation, or otherwise violates applicable law.
8. USER GENERATED CONTRIBUTIONS
The Services does not offer users the ability to publicly submit or post content to other users.
We may provide you with the opportunity to create, submit, or transmit content and materials to
us through the Services (for example: feedback, support requests, or suggestions), including but
not limited to text, writings, photographs, graphics, comments, suggestions, or other material
(collectively, "Contributions"). When you create or make available any Contributions, you
thereby represent and warrant that:
-
The creation, distribution, transmission, public display, or
performance, and the accessing, downloading, or copying of your
Contributions do not and will not infringe the proprietary rights of any third
party.
-
You are the creator and owner of or have the necessary licenses,
rights, consents, releases, and permissions to use and to authorize us to use
your Contributions in any manner contemplated by the Services and these
Legal Terms.
-
Your Contributions are not false, inaccurate, or misleading.
-
Your Contributions are not unsolicited or unauthorized advertising,
promotional materials, pyramid schemes, chain letters, spam, mass mailings,
or other forms of solicitation.
-
Your Contributions are not obscene, lewd, lascivious, filthy,
violent,
harassing, libelous, slanderous, or otherwise objectionable (as determined by
us).
-
Your Contributions do not violate any applicable law, regulation, or
rule.
-
Your Contributions do not violate the privacy or publicity rights of
any third party.
-
Your Contributions do not violate any applicable law concerning
child pornography, or otherwise intended to protect the health or well-being
of minors.
-
Your Contributions do not include content that promotes terrorism,
violence, serious fraud, or child sexual exploitation, or otherwise violates
applicable law.
Any use of the Services in violation of the foregoing violates these Legal
Terms and may result in, among other things, termination or suspension of
your rights to use the Services.
9. CONTRIBUTION LICENSE
You and Services agree that we may access, store, process, and use any
information and personal data that you provide and your choices (including
settings).
By submitting suggestions or other feedback regarding the Services, you
agree that we can use and share such feedback for any purpose without
compensation to you.
We do not assert any ownership over your Contributions. You retain full
ownership of all of your Contributions and any intellectual property rights or
other proprietary rights associated with your Contributions. You are solely
responsible for your Contributions to the Services and you expressly agree
to exonerate us from any and all responsibility and to refrain from any legal
action against us regarding your Contributions.
10. MOBILE APPLICATION LICENSE
Use License
If you access the Services via the App, then we grant you a revocable, non-
exclusive, non-transferable, limited right to install and use the App on
wireless electronic devices owned or controlled by you, and to access and
use the App on such devices strictly in accordance with the terms and
conditions of this mobile application license contained in these Legal Terms. You shall not: (1) except as
permitted by applicable law, decompile, reverse
engineer, disassemble, attempt to derive the source code of, or decrypt the
App; (2) make any modification, adaptation, improvement, enhancement,
translation, or derivative work from the App; (3) violate any applicable laws,
rules, or regulations in connection with your access or use of the App; (4)
remove, alter, or obscure any proprietary notice (including any notice of
copyright or trademark) posted by us or the licensors of the App; (5) use the
App for any revenue-generating endeavor, commercial enterprise, or other
purpose for which it is not designed or intended; (6) make the App available
over a network or other environment permitting access or use by multiple
devices or users at the same time; (7) use the App for creating a product,
service, or software that is, directly or indirectly, competitive with or in any
way a substitute for the App; (8) use the App to send automated queries to
any website or to send any unsolicited commercial email; or (9) use any
proprietary information or any of our interfaces or our other intellectual
property in the design, development, manufacture, licensing, or distribution
of any applications, accessories, or devices for use with the App.
Apple and Android Devices
The following terms apply when you use the App obtained from either the
Apple Store or Google Play (each an "App Distributor") to access the
Services: (1) the license granted to you for our App is limited to a non-
transferable license to use the application on a device that utilizes the Apple
iOS or Android operating systems, as applicable, and in accordance with the
usage rules set forth in the applicable App Distributor's terms of service; (2)
we are responsible for providing any maintenance and support services with
respect to the App as specified in these Legal Terms or as otherwise
required under applicable law, and you acknowledge that each App
Distributor has no obligation whatsoever to furnish any maintenance and
support services with respect to the App; (3) in the event of any failure of the
App to conform to any applicable warranty, you may notify the applicable
App Distributor, and the App Distributor, in accordance with its terms and
policies, may refund the purchase price, if any, paid for the App, and to the
maximum extent permitted by applicable law, the App Distributor will have
no other warranty obligation whatsoever with respect to the App; (4) you
represent and warrant that (i) you are not located in a country that is subject
to a US government embargo, or that has been designated by the US
government as a "terrorist supporting" country and (ii) you are not listed on
any US government list of prohibited or restricted parties; (5) you must
comply with applicable third-party terms of agreement when using the App;
and (6) you acknowledge and agree that the App Distributors are third-party
beneficiaries of these Legal Terms and will have the right to enforce them
against you.
11. THIRD-PARTY WEBSITES AND CONTENT
The Services may contain (or you may be sent via the App) links to other
websites ("Third-Party Websites") as well as articles, photographs, text,
graphics, pictures, designs, music, sound, video, information, applications,
software, and other content or items belonging to or originating from third
parties ("Third-Party Content"). Such Third-Party Websites and Third-Party
Content are not investigated, monitored, or checked for accuracy,
appropriateness, or completeness by us, and we are not responsible for any
Third-Party Websites accessed through the Services or any Third-Party
Content posted on, available through, or installed from the Services.
Inclusion of, linking to, or permitting the use or installation of any Third-Party
Websites or any Third-Party Content does not imply approval or
endorsement thereof by us. If you decide to leave the Services and access
the Third-Party Websites or to use or install any Third-Party Content, you do
so at your own risk, and you should be aware these Legal Terms no longer
govern.
12. ADVERTISERS
We allow advertisers to display their advertisements and other information in
certain areas of the Services, such as sidebar advertisements or banner
advertisements. We simply provide the space to place such advertisements,
and we have no other relationship with advertisers.
13. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services for
violations of these Legal Terms; (2) take appropriate legal action against
anyone who, in our sole discretion, violates the law or these Legal Terms,
including without limitation, reporting such user to law enforcement
authorities; (3) in our sole discretion and without limitation, refuse, restrict
access to, limit the availability of, or disable (to the extent technologically
feasible) any part of the Services; (4) in our sole discretion and without
limitation, notice, or liability, to remove from the Services or otherwise
disable files and content that are excessive in size or are in any way
burdensome to our systems; and (5) otherwise manage the Services in a
manner designed to protect our rights and property and to facilitate the
proper functioning of the Services.
14. PRIVACY POLICY
We care about data privacy and security. By using the Services, you agree to
be bound by our Privacy Policy posted on the Services, which is
incorporated into these Legal Terms. Please be advised the Services are
hosted in the United States. If you access the Services from any other region
of the world with laws or other requirements governing personal data
collection, use, or disclosure that differ from applicable laws in the United
States, then through your continued use of the Services, you are transferring
your data to the United States, and you expressly consent to have your data
transferred to and processed in the United States. Further, we do not
knowingly accept, request, or solicit information from children or knowingly
market to children. Therefore, in accordance with the U.S. Children's Online
Privacy Protection Act, if we receive actual knowledge that anyone under the
age of 13 has provided personal information to us without the requisite and
verifiable parental consent, we will delete that information from the Services
as quickly as is reasonably practical.
15. TERM AND TERMINATION
These Legal Terms shall remain in full force and effect while you use the
Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL
TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND
WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE
SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY
PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT
LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR
COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY
APPLICABLE LAW OR REGULATION.
If we terminate or suspend your account for any reason, you are prohibited
from registering and creating a new account under your name, a fake or
borrowed name, or the name of any third party, even if you may be acting on
behalf of the third party. In addition to terminating or suspending your
account, we reserve the right to take appropriate legal action.
16. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the
Services at any time or for any reason at our sole discretion without notice.
However, we have no obligation to update any information on our Services.
We also reserve the right to modify or discontinue all or part of the Services
without notice at any time. We will not be liable to you or any third party for
any modification, price change, suspension, or discontinuance of the
Services.
We cannot guarantee the Services will be available at all times. We may
experience hardware, software, or other problems or need to perform
maintenance related to the Services, resulting in interruptions, delays, or
errors. You agree that we have no liability whatsoever for any loss, damage,
or inconvenience caused by your inability to access or use the Services
during any downtime or discontinuance of the Services.
17. GOVERNING LAW
These Legal Terms and your use of the Services are governed by and
construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be entirely performed within the State of Delaware,
without regard to its conflict of law principles.
18. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or
claim related to these Legal Terms (each a "Dispute" and collectively, the
"Disputes") brought by either you or us (individually, a "Party" and
collectively, the "Parties"), the Parties agree to first attempt to negotiate any
Dispute (except those Disputes expressly provided below) informally for at
least thirty (30) days before initiating arbitration. Such informal negotiations
commence upon written notice from one Party to the other Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations,
the Dispute (except those Disputes expressly excluded below) will be finally
and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT
WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN
COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and
conducted under the Commercial Arbitration Rules of the American
Arbitration Association ("AAA") and, where appropriate, the AAA's
Supplementary Procedures for Consumer Related Disputes ("AAA Consumer
Rules"). Except where otherwise required by the applicable AAA rules or applicable
law, the arbitration will take place in Delaware.
If for any reason a Dispute proceeds in court rather than arbitration, the
Dispute shall be commenced or prosecuted in the state and federal courts
located in Delaware, and the Parties hereby consent to, and waive all
defenses of lack of personal jurisdiction, and forum non conveniens with
respect to venue and jurisdiction in such state and federal courts.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between
the Parties individually. To the full extent permitted by law: (a) no arbitration
shall be joined with any other proceeding; (b) there is no right or authority for
any Dispute to be arbitrated on a class-action basis or to utilize class action
procedures; and (c) there is no right or authority for any Dispute to be
brought in a purported representative capacity on behalf of the general
public or any other persons.
Exceptions
The Parties agree that the following Disputes are not subject to the above
provisions: (a) any Disputes seeking to enforce or protect, or concerning the
validity of, any of the intellectual property rights of a Party; (b) any Dispute
related to, or arising from, allegations of theft, piracy, invasion of privacy, or
unauthorized use; and (c) any claim for injunctive relief.
19. CORRECTIONS
There may be information on the Services that contains typographical errors,
inaccuracies, or omissions. We reserve the right to correct any errors,
inaccuracies, or omissions and to change or update the information on the
Services at any time, without prior notice.
20. DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS.
YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE
RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE
SERVICES AND YOUR USE THEREOF. WE DO NOT PROVIDE LEGAL, TAX, OR FINANCIAL ADVICE. INFORMATION
PRESENTED IN THE SERVICES (INCLUDING PROJECT DESCRIPTIONS,
GOALS, AND UPDATES) IS FOR INFORMATIONAL PURPOSES ONLY.
21. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS
BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE
DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA,
OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES,
EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN,
OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND
REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE
LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US (SUCH AS
PLATFORM FEES), EXCLUDING AMOUNTS PAID TO NONPROFITS. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW
LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR
LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU,
SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT
APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
22. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our
subsidiaries, affiliates, and all of our respective officers, agents, partners,
and employees, from and against any loss, damage, liability, claim, or
demand, including reasonable attorneys' fees and expenses, made by any
third party due to or arising out of: (1) use of the Services; (2) breach of these
Legal Terms; (3) any breach of your representations and warranties set forth
in these Legal Terms; (4) your violation of the rights of a third party, including
but not limited to intellectual property rights; or (5) any overt harmful act
toward any other user of the Services with whom you connected via the
Services.
23. USER DATA
We will maintain certain data that you transmit to the Services for the
purpose of managing the performance of the Services, as well as data
relating to your use of the Services. Although we perform regular routine
backups of data, you are solely responsible for all data that you transmit or
that relates to any activity you have undertaken using the Services.
24. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing online forms
constitute electronic communications. You consent to receive electronic
communications, and you agree that all agreements, notices, disclosures,
and other communications we provide to you electronically, via email and on
the Services, satisfy any legal requirement that such communication be in
writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES,
CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC
DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS
INITIATED OR COMPLETED BY US OR VIA THE SERVICES.
25. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the
Complaint Assistance Unit of the Division of Consumer Services of the
California Department of Consumer Affairs in writing at 1625 North Market
Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800)
952-5210 or (916) 445-1254.
26. MISCELLANEOUS
These Legal Terms and any policies or operating rules posted by us on the
Services or in respect to the Services constitute the entire agreement and
understanding between you and us. Our failure to exercise or enforce any
right or provision of these Legal Terms shall not operate as a waiver of such
right or provision. These Legal Terms operate to the fullest extent permissible
by law. We may assign any or all of our rights and obligations to others at
any time. We shall not be responsible or liable for any loss, damage, delay, or
failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of
these Legal Terms is determined to
be unlawful, void, or unenforceable, that provision or part of the provision is
deemed severable from these Legal Terms and does not affect the validity
and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency
relationship
created between you and us as a result of these Legal Terms or use of the
Services. You agree that these Legal Terms will not be construed against us
by virtue of having drafted them.
In order to resolve a complaint regarding the Services or to receive further
information regarding use of the Services, please contact us at:
Hyphae LLC
8 The Green
STE A
Dover, DE 19901
United States