Usage Agreement: Project Creator


Introduction

The term "PledgeManager" or "Kicktraq" or "us" or "we" or "our" refers to Kicktraq, Inc. which operates the https://www.pledgemanager.com website (the "Service").

The term "Project Creator" or "Project Owner" or "Project Manager" or "you" refers to the individual or organization which is contracting us to provide services (the "Client).

The term "User" refers to end-users who have pledged funding to your campaign or project through another platform and/or who are using PledgeManager to purchase goods or services from you, and who must provide user data, both personal and generic to you, in order to facilitate the manufacturing and fulfillment of the goods or services you have promised them (the "Backers").

Kicktraq, Inc. provides cloud-based software as a service (“PledgeManager”) that allows Users to facilitate the fulfillment of products promised to them by the Client on one or more crowdfunding platforms. PledgeManager allows you import the results, sales, Backer information, and other information pertinent to the fulfillment of an online crowdfunding campaign, communicate with campaign Backers, track financial records related to the campaign, facilitate manufacturing and fulfillment processes through data reporting, collect money for additional products, services, or donations, as well as other features that we may choose to provide.

You hereby agree that Kicktraq is not a party to any agreement between you and your Backers. Any disagreement between you and a Backer is and will remain solely between you and the Backer, and governed by the agreed-to terms of your transaction with the Backer and any crowdfunding campaign platform you may have used to fund your project. Kicktraq shall have no liability to you or the Backer for a failed or unsatisfactory transaction.

You agree to comply with our Terms of Service and Privacy Policy, which may change from time to time and, by accepting this Agreement, you agree to the User Terms of Use and Privacy Policy as well. The terms of such agreements shall apply to relationship between all Parties in conjunction with this SaaS Agreement.

Which Means

PledgeManger is a tool to help make your life as a Project Creator easier, but you are responsible for all agreements made between you and your backers.

By using PledgeManager, you also agree to abide by our Terms of Service and Privacy Policy.

Platform Costs

With respect to each Project, in exchange for the right to use PledgeManager, Project Creator agrees to pay an upfront one-time fee based on the number of Backers of a Project, which are imported into PledgeManager, and which shall be due upon commencement of the PledgeManager services for each Project ("Per Backer Fee") by credit card ("Authorized Card") unless other payment arrangements have been made.

For Backers added to a Project after its PledgeManager launch, the corresponding Per Backer Fee shall be automatically collected when such additional Backers make a pledge payment to the project using Stripe payment processing, or through regular invoicing as necessary.

Additionally, for each Campaign, Project Creator agrees to pay to PledgeManager a percentage-based service fee for each transaction, sale or donation made by any Backer to Project Creator through PledgeManager (the “Service Fee”).

The Per Backer Fee (for new Backers) and Service Fee (for most Backer purchases) for each transaction shall be automatically deducted from the Backer’s payment transaction and paid to PledgeManager by Stripe, and are non-refundable ("Fees"). The Per Backer Fees and the Service Fees are consideration solely for the transaction between Project Creator and PledgeManager and do not include any of the service fees charged by Stripe or other payment processors for the services it provides to Project Creator. Project Creator shall be solely responsible for the payment of any additional Stripe or other payment processor service fees charged to the Project Creator.

PledgeManager may, at its discretion, also offer payment processing through PayPal. In order to take advantage of PayPal payment processing for your project, you must keep a valid credit card on file with us to pay for all incurred and recurring PayPal Per Backer and Service Fees ("Fees"). PledgeManager will charge applicable Fees for transactions processed by PayPal to the credit card account that you authorize (“Authorized Card”), and PledgeManager will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Services are terminated or until PayPal processing is disabled, and until any and all outstanding Fees have been paid in full.

Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency and are due immediately upon receipt of invoice.

If we are not able to process payment of unpaid Fees using the Authorized Card, we will make a second attempt to process payment using the Authorized Card 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next Billing Cycle. You will not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, PledgeManager reserves the right to terminate your Account.

Which Means

Platform costs include a flat Per Backer Fee which is paid before your PledgeManager launches, and a Service Fee which is a percentage of any additional payment made by Backers on PledgeManager. Service Fees are usually paid automatically through each transaction by Backers. In the event of any residual fees apply, you are required to provide a credit card which we keep on file to charge those fees.

In the event that there are unpaid Fees on your Account that we are unable to collect, you may loose access to your account until those fees are paid.


PledgeManager DOES NOT charge you a percentage of ANY of your campaign funds raised through other platforms.

Billable Rates

In addition, Project Creator may from time to time request that PledgeManager complete ad hoc requests for services related to the configuration of their project in PledgeManager due to Project Creator’s inability to complete such tasks themselves. These ad hoc requests may include, but are not limited to manual data entry of select backers, data manipulation of data provided by Project Creator, and/or custom development of software functionality to manage unique requirements not deemed by PledgeManager to be reusable for other clients.

Project Creator agrees to pay PledgeManager for approved custom development, pre-Campaign data management and manipulation and/or other services as requested by Project Creator which are not covered in the usual and customary scope of PledgeManager usage or existing functionality at our current hourly rate of $250.00 USD per hour ("Hourly Rate").

Billable Hours shall be paid upon receipt of invoice(s) as received throughout the life cycle of the project unless other payment arrangements have been made.

PledgeManager reserves the right to deny any additional work.

Which Means

If you require custom features or help with non-standard data to support your project, and PledgeManager approves the work, an additional hourly rate will be charged for this work.

In cases where billable rates may apply, both the Client and PledgeManager will agree to the scope of work and estimated cost prior to the commencement of the custom, billable work.

Configuration, set-up, testing, and support are all covered by the standard Fees, and do not trigger the billable rate.

(Ergo, this rarely applies to normal projects.)

Taxes

All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

It is your responsibility to determine what, if any, Taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. PledgeManager is not responsible for determining whether taxes apply to any of your transactions with a Backer, or for collecting, reporting or remitting any taxes arising from any transaction. Notwithstanding the foregoing, PledgeManager reserves the right to collect any taxes from you and remitting to the appropriate tax authority that it may be required by law or a tax authority to collect and remit.

Which Means

Unless otherwise required by law, the Project Creator is responsible for all Taxes related to their project and relating to any payments they receive from Backers.

Term and Termination

The terms of this Agreement will remain effective until terminated as set forth herein. PledgeManager may terminate or suspend your account and use of and access to the Service at its sole discretion, with or without cause, without notice or liability to you. You may terminate your use of PledgeManager at any time and for any reason by stopping all use of PledgeManager and notifying PledgeManager that you wish to terminate.

All provisions of this agreement survive termination of an account, including our rights regarding any content a Project Creator submitted to PledgeManager.

Fraud: Without limiting any other remedies, PledgeManager may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with PledgeManager.

In the event of termination, all payments made by Project Creator to PledgeManager (including the Per Backer Fee, Service Fee and services billed at the Hourly Rate) shall be NON-REFUNDABLE.

Which Means

We can change or terminate access to your account for any reason, including but not limited to, illegal or fraudulent activity.

If you want to, you can terminate this agreement for any reason.

To initiate a cancellation, email:

hello [@] pledgemanager.com

PledgeManager will respond with specific information regarding the cancellation process for your account.

Campaign and Project Creator Content

PledgeManager provides you with the opportunity to upload, submit, post, display, transmit, perform, publish, distribute or broadcast content, materials and/or other information to PledgeManager, including, without limitation, prices, products and services, logos and other trademarks, pictures, comments, ideas, and other content (collectively, “Campaign Content”). The purpose of posting such Campaign Content is to help you provide information and service, additional sales opportunities, or product fulfillment to customers. It is up to you to decide what Campaign Content you provide to us. You acknowledge and agree that PledgeManager does not and will not have any obligation to review, monitor, display, accept or use any Campaign Content and PledgeManager may, in its sole discretion, delete, move, re-format, edit, alter, distort, remove or refuse to use Campaign Content at any time without notice or liability to you or any other party.

You remain the owner of your Campaign Content, but you acknowledge that PledgeManager must have a license from you in order to accept your Campaign Content. You agree that any Campaign Content you submit may be posted on PledgeManager and will be treated as non-confidential and non-proprietary. Inasmuch as it’s required for your and your backers’ use and enjoyment of PledgeManager, you grant to PledgeManager the unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify and create derivative works of, reformat, translate, archive, store, cache or otherwise use in any manner whatsoever, all or any portion of your Campaign Content in all formats; on or through any media, software, formula or medium now known or later developed; and with any technology or devices now known or later developed and to advertise, market and promote the same solely in connection with and for the duration of the Project Creator’s use of PledgeManager.

All of your Campaign Content is your sole responsibility. This means that you, and not PledgeManager, are entirely responsible for all Campaign Content that you upload, post, e-mail, transmit or otherwise make available via PledgeManager. Under no circumstances will we be liable in any way for any Campaign Content including, without limitation, any errors or omissions in Campaign Content, or for any loss or damage of any kind incurred as a result of Campaign Content. PledgeManager explicitly retains all right, title, and interest in and to all intellectual property and other proprietary materials used in connection with the PledgeManager. Neither this Agreement nor your use of PledgeManager grant you any rights or license to use any of PledgeManager’s proprietary material except as authorized under these Terms.

We reserve the right to display anonymized aggregate data from your Project.

Which Means

We don’t own the content you deliver through PledgeManager, but when you use PledgeManager to deliver that content you are giving us permission to use or copy it however we need to in order to deliver that content to your Backers (and/or potential Backers if you are using the pre-order functionality).

You are responsible for the content you deliver through PledgeManager, and by posting it you are confirming that it is okay for us to use. Anything you upload remains yours and your responsibility.

We may use anonymized data from your project like total number of backers, funds raised, etc. and combine that data with other projects for marketing purposes for things like total number of backers using PledgeManager, or total funds raised on PledgeManager.

We will never share identifiable data about your project or your backers with anyone without your explicit permission.

PledgeManager Content

PledgeManager grants the Client a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by PledgeManager as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by PledgeManager, in the manner permitted by the terms of this Agreement. PledgeManager grants you a limited, revocable, non-exclusive, non-sublicensable license to view, copy and print the portions of the Content available to you through the Services for personal use only or for use by your specific business; provided, however, that no Content may be distributed by you to any third parties without our express permission. Such license is subject to this Agreement and specifically conditioned upon your compliance with this Agreement. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in this Agreement may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by us at any time.

Which Means

You are welcome to use PledgeManager for your personal and/or professional benefit. However, if you share account access or make any attempt to copy any content you do not own without advance consent from PledgeManager, your account may be terminated.

Warranties & Disclaimers

Each Party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.

Project Creator further represents and warrants that it either (a) owns the rights to the Campaign Content submitted in connection with PledgeManager and the authorization to grant all of the rights and licenses in this Agreement, and all rights in and to the products or services sold through the applicable Campaign; or (b) has all necessary rights and licenses from the owner(s) of such rights to enter into this Agreement and grant PledgeManager such licenses.

Your use of PledgeManager is at your sole risk. PledgeManager is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

PledgeManager does not warrant that PledgeManager will be uninterrupted, timely, secure, or error-free.

PledgeManager does not warrant that the results that may be obtained from the use of PledgeManager will be accurate or reliable.

PledgeManager does not warrant that the quality of any products, services, information, or other Materials purchased or obtained by you through PledgeManager will meet your expectations, or that any errors in PledgeManager will be corrected.

PROJECT OWNER IS SOLELY RESPONSIBLE FOR THE CONTENT OF ANY POSTINGS, DATA, OR TRANSMISSIONS USING PLEDGEMANAGER, OR BY ANY PERSON OR ENTITY PROJECT OWNER PERMITS TO ACCESS ITS ACCOUNT ON PLEDGEMANAGER. PROJECT OWNER REPRESENTS AND WARRANTS THAT IT WILL: (A) NOT USE PLEDGEMANAGER IN A MANNER THAT: (I) IS PROHIBITED BY ANY LAW OR REGULATION, OR TO FACILITATE THE VIOLATION OF ANY LAW OR REGULATION; (II) VIOLATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; (III) WILL DISRUPT A THIRD PARTIES’ SIMILAR USE OR LICENSED MATERIALS; OR (IV) NOT VIOLATE OR TAMPER WITH THE SECURITY OF THE PLEDGEMANAGER SOFTWARE.

EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, PLEDGEMANAGER IS PROVIDED “AS-IS.” PLEDGEMANAGER MAKES NO WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECTS TO PLEDGEMANAGER OR RELATED SERVICES AND PLEDGEMANAGER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, RESULTS, OR TITLE, AND ANY WARRANTIES IMPLIED BY A COURSE OF DEALING OR PERFORMANCE.

PLEDGEMANAGER DOES NOT WARRANT THE DATA, CONTENT, FEATURES, OR INFORMATION ON PLEDGEMANAGER OR SERVICE TO BE ACCURATE OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. PLEDGEMANAGER DOES NOT MONITOR, MODERATE, EDIT, CONFIRM, VET, VERIFY, OR OTHERWISE ENSURE THAT ALL INFORMATION, SUBMITTED BY BACKERS OR OTHERWISE, IS COMPLETE, ACCURATE, UP TO DATE, OR OTHERWISE SAFE TO USE OR RELY ON. PLEDGEMANAGER DOES NOT HAVE ANY CONTROL OVER SUCH INFORMATION AND BEARS NO RESPONSIBILITY FOR IT OR ITS USE. ANY ACTUAL CAMPAIGN TRANSACTIONS ARE SUBJECT TO TERMS BETWEEN PROJECT OWNER, BACKERS, AND THE FUNDING PLATFORM USED ONLY AND PLEDGEMANAGER ASSUMES NO RESPONSIBILITY OVER QUALITY, SAFETY, AND LEGALITY OF THE TRANSACTION BETWEEN PROJECT OWNER AND BACKERS. PLEDGEMANAGER MAKES NO WARRANTIES AND PROVIDES NO ASSURANCES TO YOU UNDER THESE TERMS REGARDING THE COMPLETION OF A CAMPAIGN AND YOUR SATISFACTION WITH THE PERFORMANCE.

NOTWITHSTANDING THE ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (OR ANY AGREEMENT BETWEEN YOU AND ANY THIRD PARTY), THE PARTIES AGREE THAT PLEDGEMANAGER DOES NOT, AND WILL NOT HAVE ANY CONTROL OVER, OWNERSHIP OF, TITLE TO ANY OF THE PRODUCTS OR SERVICES SOLD THROUGH ANY CAMPAIGN. AT NO POINT IS PLEDGEMANAGER RESPONSIBLE FOR DELIVERY OF ANY PRODUCTS OR SERVICES TO ANY BACKER OR ANY WARRANTIES MADE IN CONNECTION THEREWITH.

Which Means

The person signing up for PledgeManager is responsible for the account and is bound by this Agreement. If you sign-up on behalf of your employer, your employer owns the account and is also bound by this Agreement.

We do our best, but we can't always guarantee that PledgeManager is available and bug free. PledgeManager is presented as-is, without warranties.

Limitation of Liability & Indemnification

PledgeManager has no control over the accuracy of the information provided by you, Backers, or other Project Creators to PledgeManager or the ability of Backers to pay for the services for which they transact. Neither PledgeManager nor any of its affiliates shall be liable for any failed, incomplete, or unsatisfactory transaction or any other failure, technical or otherwise, of such transaction to occur as expected.

You agree to indemnify, defend, and hold PledgeManager harmless from any claims, losses, damages, liabilities, including attorneys’ fees and legal fees and expenses collectively (“Losses”), arising out of your use or misuse of PledgeManager, your violation of this Agreement or any law or regulation, any breach of the representations, warranties, and covenants made by you in this Agreement, or any dispute of any kind between you and a Backer.

You also agree to indemnify, hold harmless, and defend PledgeManager from all Losses resulting from or relating to any third party claim involving the products or services sold through any Project.

IN NO EVENT SHALL PLEDGEMANAGER OR ITS AFFILIATES BE LIABLE UNDER THESE TERMS FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT OR OTHER DAMAGES, OR LOST PROFITS, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF PLEDGEMANAGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER PLEDGEMANAGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU EXPRESSLY AGREE THAT THE TOTAL AGGREGATE LIABILITY OF PLEDGEMANAGER ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY PROJECT OWNER TO PLEDGEMANAGER WITH RESPECT TO THE CAMPAIGN IN QUESTION IN THE PAST TWELVE (12) MONTHS FROM THE TIME SUCH LIABILITY ARISES.

Which Means

PledgeManager is not responsible for information provided to us by your Backers or its accuracy.

We are also not responsible for errors in your Project.
It is your responsibility to review the content and test the configuration of your Project to ensure its accuracy.

We are not responsible for mistakes made by your Backers, nor their inability to use the tool as intended or pay for products or services you've made available to them.

We are also not responsible if you misuse PledgeManger, break the law, breach this agreement, or go against the rights of a third party - especially if you get sued.

Miscellaneous

You, we, and your Backers are independent parties, and nothing in this Agreement creates a partnership, employment relationship, agency, or investment relationship between any of the parties. There are no third-party beneficiaries of this Agreement. You may not assign this Agreement or the licenses within it, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be invalid and may cause the revocation of your license to use PledgeManager.

This Agreement is governed by and construed in accordance with the laws of the State of Ohio. The parties designate the courts located in Franklin County, Ohio as courts of proper jurisdiction and venue with respect to any action or controversy under the Agreement and waive any defenses to jurisdiction and venue with respect to any actions brought in such courts. This Agreement is binding upon and inures to the benefit of and is enforceable by the parties to this Agreement and their respective successors and assigns. This Agreement constitutes the entire agreement of the parties relating to the subject matter thereof and supersedes any prior agreements and understandings, whether oral or written, between them with respect to the subject matter of this Agreement. The headings of this Agreement are for convenience only and will not control or affect the meaning or construction of the provisions of this Agreement. Any waiver of a breach of any provisions of this Agreement is limited to the particular breach, and should not be deemed to be a continuing waiver of the same breach, and should not be deemed a waiver of any other provision of this Agreement. If any portion of this Agreement is determined to be unenforceable or invalid, the remainder of this Agreement remains binding and effective against all parties and their respective successors and assigns. All representations, warranties, covenants and agreements in or under this Agreement, and in any other documents executed or delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, survive the termination of this Agreement. Each party will execute, acknowledge or verify, and deliver any and all documents that may from time to time be reasonably requested by the other party to carry out the purpose and intent of this Agreement. This Agreement may be executed in multiple counterparts, which shall each be deemed to constitute one original agreement.

Which Means

You are you. Your backers are your backers. We are PledgeManager.

None of us are partners in one another's business.

Allowing other people or entities to pretend to be you is fraud, and may cause your PledgeManager license to be revoked.

We are located in Franklin County, Ohio, USA. Any court actions that may be required will take place in and be subject to the jurisdiction of our local courts.




Except as so provided, PledgeManager reserves the right to modify this policy and any element thereof. You acknowledge and agree that it is your responsibility to review this policy periodically and become aware of modifications. Your use of the Services following any modification to this policy shall be deemed to be your assent to any such modifications.

Last Updated: May 25, 2018