Date of Last Revision: March 25, 2017
NUZAKI Microfinance ("Nuzaki Crowd," "we," "us," "our") provides its services (described below) to you through its website located at www.nuzakicrowd.org (the "Site") and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the "Services"), subject to the following Terms of Service (as amended from time to time, the "Terms of Service"). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means, and unless otherwise stated, NUZAKI CROWD may communicate with you officially by any reasonable means now known or later developed. These currently include email, regular mail, and postings on the Site. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that (i) changes addressing new functions of the Services or changes made for legal reasons will be effective immediately, and (ii) changes or modifications to the provisions of these Terms of Service governing Dispute Resolution By Binding Arbitration shall be made as specified therein. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
Services Description: The Services are offered as a platform (the "Platform") to users of the Services, which may include Field Partners and Donors (each defined herein) and other registered users of the Services (which may include users who simply "like" Campaigns or otherwise interact with the Site or Services). Among other features, the Services are designed to allow a user (a "Field Partner") to post a fundraising campaign ("Campaign") to the Platform to accept monetary donations ("Donations") from those registered users wishing to contribute funds to the Campaign ("Donors"). For purposes hereof, the term "Field Partner" shall also be deemed to include any individual(s) designated as a beneficiary of a Campaign. Although there are no fees to set up a Campaign, a percentage of each Donation could be cut off for third party payment processors including wiring expense, exchange rate loss, and field partner admin cost.
The Services are a Platform; we are not a Broker, Financial Institution, Creditor or Charitable Institution: The Services are an administrative platform only. NUZAKI CROWD facilitates the Donation transaction between Field Partners and Donors, but is not a party to any agreement between a Field Partner and a Donor, or between any user and a Charity. NUZAKI CROWD is not a broker, agent, financial institution, creditor or insurer for any user. NUZAKI CROWD has no control over the conduct of, or any information provided by a Field Partner or a Charity, and NUZAKI CROWD hereby disclaims all liability in this regard.
NUZAKI CROWD does not guarantee that a Campaign or a Charity will obtain a certain amount of Donations or any Donations at all. We do not personally endorse any Campaign, Field Partner, or Charity, and we make no guarantee, explicit or implied, that any information provided through the Services by a user is accurate. We expressly disclaim any liability or responsibility for the success of any Campaign, or the outcome of any fundraising purpose. You, as a Donor, must make the final determination as to the value and appropriateness of contributing to any Campaign, Field Partner, or Charity.
Although we perform our due diligence regarding our field partner, we do not guarantee that the Donations will be used in accordance with any fundraising purpose prescribed by a Field Partner or Charity. We assume no responsibility to verify whether the Donations are used in accordance with any applicable laws, and such responsibility rests solely with the Field Partner or Charity, as applicable. However, our users should know that we take possible fraudulent activity and the misuse of funds raised very seriously. If you have reason to believe that a Field Partner or Charity is not raising or using the funds for their stated purpose, please send us an email at firstname.lastname@example.org to alert our team of this potential issue and we will investigate.
You, as a Field Partner, represent, warrant, and covenant that (i) all information you provide in connection with a Campaign is accurate, complete, and not otherwise designed to mislead, defraud or deceive any user; and (ii) all Donations contributed to your Campaign will be used solely as described in the materials that you post; and (iii) you will comply with all relevant local, state, and federal laws applicable to you when you solicit funds, particularly but not limited to laws relating to your marketing and solicitation for your project. We reserve the right to provide information relating to your Campaign with donors and beneficiaries of your Campaign, and with law enforcement or to assist in any investigation.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify NUZAKI CROWD of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you sign out from your account at the end of each session when accessing the Services. NUZAKI CROWD will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to Services: NUZAKI CROWD reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that NUZAKI CROWD will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
General Practices Regarding Use and Storage: You acknowledge that NUZAKI CROWD may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on NUZAKI CROWD's servers on your behalf. You agree that NUZAKI CROWD has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that NUZAKI CROWD reserves the right to terminate accounts or Campaigns that are inactive for an extended period of time, provided that NUZAKI CROWD will use its commercially reasonable efforts to provide a Field Partner with reasonable notice before terminating an inactive Campaign having a positive balance of Donations. You further acknowledge that NUZAKI CROWD reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Mobile Services: The Services includes certain services that are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the "Mobile Services"). To the extent you access the Services through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding NUZAKI CROWD and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your NUZAKI CROWD account information to ensure that your messages are not sent to the person that acquires your old number.
User Conduct: You are solely responsible for all Campaign descriptions, comments, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials ("content") that you upload, post, publish or display (hereinafter, "upload") or transmit or otherwise use via the Services. The following are examples of the kind of content and/or use that is illegal or prohibited by NUZAKI CROWD. However, this list is not exhaustive and NUZAKI CROWD reserves the right to investigate anyone by engaging public and private organizations, including, but not limited to collection agents, private investigators, and local, state, federal and international agencies, and take appropriate action against anyone who, in NUZAKI CROWD's sole discretion, violates any of the terms or spirit of these Terms of Service (or the principles described in our preamble hereto), including, without limitation, removing the offending content, suspending or terminating the account of such violators, stopping payments to any such Campaign, freezing donated funds when NUZAKI CROWD reasonably believes it to be required by applicable law, and reporting you to the law enforcement authorities or otherwise taking appropriate legal action.
Donations: In order to contribute to a Campaign or to a Charity, a Donor will be required to provide NUZAKI CROWD information regarding its credit card or other payment instrument. You, as a Donor, represent and warrant to NUZAKI CROWD that such information is true and that you are authorized to use the payment instrument. You agree that a certain minimum Donation amount may apply, and that all Donation payments are final and cannot be refunded. Donors may have the option to contribute recurring period Donations, and in electing to contribute on a recurring basis, you, as a Donor, (i) agree to promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur and to pay the Donation amount that you specify, and (ii) hereby authorize NUZAKI CROWD to bill your payment instrument in advance on a periodic basis until you terminate such periodic payments through the Platform.
Account Holds: From time to time, NUZAKI CROWD may place a hold on a Campaign account (a "Hold") restricting Withdrawals (defined herein) by a Field Partner. Some of the reasons that we may place a Hold on a Campaign Account include the following: (i) if we have reason to believe (in our sole discretion) that information provided by a Field Partner is false, misleading, or fraudulent, or that funds are being used in a prohibited manner, (ii) if the funds available should be provided directly to a person other than the Field Partner (such as a legal beneficiary or person entitled by law to act on behalf of a Field Partner), (iii) if we have reason to believe that a Campaign or Field Partner has violated these Terms of Service, or (iv) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. If you have questions about a Hold we may have placed on your Campaign account, or need information about how to resolve the Hold, please reach out with us at email@example.com
Services Content, Software and Trademarks: You acknowledge and agree that the Services may contain content or features ("Services Content") that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by NUZAKI CROWD, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Services Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Services. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by NUZAKI CROWD from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services or distributed in connection therewith are the property of NUZAKI CROWD, our affiliates and our partners (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by NUZAKI CROWD.
The NUZAKI CROWD name and logos are trademarks and service marks of NUZAKI CROWD (collectively the "NUZAKI CROWD Trademarks"). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to NUZAKI CROWD. Nothing in this Terms of Service or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of NUZAKI CROWD Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of NUZAKI CROWD Trademarks will inure to our exclusive benefit.
Third Party Material: Under no circumstances will NUZAKI CROWD be liable in any way for any content or materials of any third parties (including users and Field Partners), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that NUZAKI CROWD does not pre-screen content, but that NUZAKI CROWD and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. Without limiting the foregoing, NUZAKI CROWD and its designees will have the right to remove any content that violates these Terms of Service or is deemed by NUZAKI CROWD, in its sole discretion, to be otherwise objectionable.
User Content Transmitted Through the Services: With respect to the content, photos, images, trademarks, logos, brands or other materials you upload or post through the Services or share with other users or recipients (collectively, "User Content"), you represent and warrant that you own all right, title and interest in and to, or otherwise have all necessary rights and consents to (and to allow others to) fully exploit, such User Content, including, without limitation, as it concerns all copyrights, trademark rights and rights of publicity or privacy related thereto. By uploading any User Content you hereby grant and will grant NUZAKI CROWD and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Services or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Without limiting the foregoing, if any User Content contains your name, image or likeness, you hereby release and hold harmless NUZAKI CROWD and its contractors and employees, from (i) all claims for invasion of privacy, publicity or libel, (ii) any liability or other claims by virtue of any blurring, distortion, alteration, optical illusion, or other use or exploitation of your name, image or likeness, and (iii) any liability for claims made by you (or any successor to any claim you might bring) in connection with your User Content, name, image or likeness. You waive any right to inspect or approve any intermediary version(s) or finished version(s) of the results of the use of your User Content (including your name, image or likeness). Further, if any person (other than you) appears in your User Content, you represent and warrant that you have secured all necessary licenses, waivers and releases from such person(s) for the benefit of NUZAKI CROWD in a manner fully consistent with the licenses, waivers and releases set forth above. You further acknowledge that your participation in the Services and submission of User Content is voluntary and that you will not receive financial compensation of any type associated with the licenses, waivers, and releases set forth herein (or NUZAKI CROWD's exploitation thereof), and that the sole consideration for subject matter of this agreement is the opportunity to use the Services.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services ("Submissions"), provided by you to NUZAKI CROWD are non-confidential and NUZAKI CROWD will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that NUZAKI CROWD may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of NUZAKI CROWD, its users or the public.
The Services may provide or facilitate, or third parties may provide, links or other access to other sites, services and resources on the Internet. NUZAKI CROWD has no control over such sites, services and resources and NUZAKI CROWD is not responsible for and does not endorse such sites, services and resources. You further acknowledge and agree that NUZAKI CROWD will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site, service or resource. Any dealings you have with third parties found while using the Services are between you and the third party, and you agree that NUZAKI CROWD is not liable for any loss or claim that you may have against any such third party.
In addition, NUZAKI CROWD is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, NUZAKI CROWD is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. NUZAKI CROWD enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
You agree to release, indemnify and hold NUZAKI CROWD and its affiliates and their officers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, any Donation or Campaign, any User Content, your connection to the Services, your violation of these Terms of Service or your violation of any rights of another.
NUZAKI CROWD is not responsible, and shall have no liability, for any incorrect or inaccurate content posted on the Website or any liability, cost or expense you may incur in connection with the Website or Program, whether caused by any User, Field Partner, Borrower or other person or by any of the equipment or programming associated with or utilized in the Program. You also acknowledge and agree that Field Partners are not liable for content created and posted on the Website. NUZAKI CROWD is not responsible for the conduct, whether online or offline, of any User of the Website or any other person. With respect to the Website and Program, NUZAKI CROWD assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications.
Under no circumstances will NUZAKI CROWD be responsible for any loss or damage, including, without limitation, personal injury or death, resulting from any use of the Website or participation in the Program, including without limitation any content posted, uploaded, submitted, transmitted or otherwise shared on the Website or any interactions between any Users of the Website or Program, whether online or offline. NUZAKI CROWD does not represent, warrant, covenant, guarantee or promise any specific results from use of the Website or the Program.
THE WEBSITE AND PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE PROGRAM, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND PARTICIPATION IN THE PROGRAM.
NUZAKI CROWD makes no representation or warranty, express or implied, with respect to any third party data provided to NUZAKI CROWD or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. NUZAKI CROWD will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by NUZAKI CROWD or "force majeure" or any other cause beyond the control of NUZAKI CROWD.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER NUZAKI CROWD NOR ITS AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NUZAKI CROWD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL NUZAKI CROWD'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID NUZAKI CROWD IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
Disputes with other Field Partners, Borrowers
NUZAKI CROWD is not responsible for your interactions with any Field Partners, any other User (even to the extent prohibited by this Agreement) and any disputes or damages that may result from such interactions.
NUZAKI CROWD reserves the right, but has no obligation, to monitor disputes between you and such persons.
This Agreement is governed by the laws of the province of Ontario, Canada, without regard to its choice of law or conflict of law provisions. If any dispute arises between you and NUZAKI CROWD, including, without limitation, any dispute arising from or relating to the Website or the Program, you agree that all such disputes will be determined exclusively by final and binding arbitration, in accordance with the then existing commercial rules of the Canadian Arbitration Association if the amount claimed is greater than $100 and otherwise over the telephone or in another city in which NUZAKI CROWD is located. The arbitration shall be heard and adjudicated by one arbitrator to be selected by you and NUZAKI CROWD. Any award will be final, binding and conclusive upon the parties, subject only to judicial review provided by Toronto statute, and a judgment rendered on the arbitration award can be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either you or NUZAKI CROWD may seek any injunctive relief in a provincial or federal court in Toronto, Ontario, Canada, as may be necessary to preserve rights pending the completion of arbitration and NUZAKI CROWD may seek any injunctive relief in a province or federal court in Toronto, Ontario, Canada.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BY AGREEING TO SUBMIT ALL DISPUTES TO BINDING ARBITRATION, YOU AND NUZAKI CROWD HEREBY WAIVE YOUR RIGHT TO A JURY OR COURT TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY CONTEMPLATED USE HEREIN, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS, EXCEPT AS SPECIFICALLY PROVIDED ABOVE.
You waive, to the maximum extent not prohibited by law, any right you may have to claim or recover, in any legal action or proceeding, any special, exemplary, punitive or consequential damages.
You agree to indemnify and hold NUZAKI CROWD harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made or incurred by any third party due to or arising (directly or indirectly) out of your use of the Website or participation in the Program or arising from your breach of this Agreement.
You agree that NUZAKI CROWD, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if NUZAKI CROWD believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Services, may be referred to appropriate law enforcement authorities. NUZAKI CROWD may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that NUZAKI CROWD may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Further, you agree that NUZAKI CROWD will not be liable to you or any third party for any termination of your access to the Services.
You agree that you are solely responsible for your interactions with any other user in connection with the Services and NUZAKI CROWD will have no liability or responsibility with respect thereto. NUZAKI CROWD reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services.
Please reach out with us at firstname.lastname@example.org to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Services.