Political Committee Terms of Use

Political Committee Terms of Use

Applicable to Political Committees and Page Creators

Effective Date: June 18, 2019
Last Updated: May 27, 2023

These Terms of Use (the “Terms”), govern access to and use of the platform upon which these Terms reside (the “Platform”). The Terms are entered into by and between WinRed Technical Services, LLC (“TS”; “we”; “us” or “our”) and each political committee and campaign on whose behalf financial contributions are being raised on the Platform (“Political Committees”), as well as all individuals and entities creating pages (“Page Creators”) to seek financial contributions on behalf of Political Committees or using Additional Services (defined below). The terms applicable to a Page Creator apply generally to individuals and entities who create pages, but also apply to a Political Committee raising financial contributions or using Additional Services on behalf of itself. If you are acting as a service provider, agent, or other entity performing services for a Political Committee (a “Vendor”), the terms hereof applicable to Political Committees, as well as the Vendor Terms (the “Vendor Terms”) apply to you, and you will be considered a “Political Committee” for purposes of these terms.

TS provides digital online fundraising processing services to Federally-registered center-right Political Committees, allowing such Political Committees to raise financial contributions (“Contributions”), and the Terms contained herein describe such services.

If you are a Political Committee, you accept responsibility for any Contributions made to you by visitors to the Platform (“Platform Users”).

Certain other services may from time to time be offered through the Platform by TS or its affiliates or services providers, including but not limited to fundraising processing services for state and local candidates; fundraising processing services for non-profit organizations; or conducting surveys, provision of products, contests, and sweepstakes, or other promotions and other functions (“Additional Services”). The Additional Services may include services offered by affiliates of TS in support of the “Patriot Economy.” Except for the Terms that by their nature apply exclusively to federally-registered campaigns and committees, these Terms also apply to any of such Additional Services. To the extent that TS or its affiliates or contracting parties may in the future create additional or separate terms (“Additional Terms”) governing any such other services, the Additional Terms shall govern and supersede these Terms with respect to the Additional Services.

This Platform is intended for and applicable only for residents of the United States, age eighteen (18) or older. If you are from another jurisdiction or under eighteen (18) years of age, you may not use this Platform. BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU (AS THE PERSON CLICKING SUCH BOX) AGREE TO THESE TERMS. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND ANY ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THESE TERMS AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE PLATFORM OR SERVICES.

Because federal, state and local laws; the business environment; and the services offerings and infrastructure of the Platform and its contracting parties periodically change, we may update this Platform and these Terms and may also post Additional Terms that apply to Additional Services at any time, as set forth herein. In the case of any amendment to these Terms that is material, or where required by law, we will provide advance notice of such amendment. The notice will be provided via electronic mail, the Platform, or other commercially reasonable means. Your use of this Platform after we provide notice of such changes to these Terms, and your use of Additional Services, constitutes your acknowledgement and acceptance of all such changes and Additional Terms, and it shall also constitute adequate consideration to support such changes and Additional Terms.

Unless otherwise permitted by law, or unless you have expressly agreed to such amendment, you agree that any amendment will only apply after the effective date of such amendment.

You may opt out of any proposed amendment by cancelling your account and ceasing your access to the Platform.

For avoidance of doubt, nothing in these Terms is intended to, or shall be interpreted to, grant any rights in our database, products, or any intellectual property rights therein to you, and we shall have and retain all such intellectual property rights. You agree that you do not have any rights in this Platform.

You acknowledge and agree that each of you, TS, and TS’s contracting parties are subject to a variety of laws and internal and external policies that may impact your ability to use the Platform. TS may suspend, restrict, or terminate any account or user from access to or use of the Platform, or restrict any or all of the functionality of the Platform, for any reason.

1. Your Personal Information
   
   By using our Platform, you agree to the terms of the Privacy Policy. Please read our Privacy Policy for more information about the collection, use and sharing of personal information that may occur on the Platform.
2. Your Obligations

• Responsibility for Use of the Platform: You are responsible and liable for your compliance with these Terms and for all activities that occur through your use of the Platform.
• Treatment of Platform User Personal Information: You agree to all of the following with respect to the treatment of personal information submitted through the Platform by Platform Users or passively collected through the Platform about Platform Users (collectively referred to as “Platform User Personal Information”).
  • Your ability to collect, use or share Platform User Personal Information is governed by our Privacy Policy. You hereby
    represent and warrant that you will comply with the Privacy Policy at alltimes with respect to your treatment of Platform User PersonalInformation.
  • TS expects to provide certain Platform User Personal Information to you, as contemplated by the Privacy Policy, consisting primarily of a Platform User’s full name and mailing address, occupation and employer, amount and date of contribution, the Political Committee to which contributions are made. You may also have the opportunity to create additional fields or surveys on the Platform that allow Platform Users to submit personal or other information about themselves.You hereby represent and warrant that you will comply with the Privacy Policy at all times, and you will only create fields that collect the types of information included in the Privacy Policy.
  • You and TS agree that, as between the parties, each party owns and controls its own database and the intellectual property rights therein. However, each party understands and agree that it will continue to comply with the Privacy Policy in effect at the time data was collected through the Platform with respect to its treatment of data.
  • To the extent that you place cookies or other tracking technologies (“Trackers”) on the Platform, or direct third parties to do so on your behalf,you hereby represent and warrant that you will only use Trackers that participate in the Digital Advertising Alliance’s opt-out program (available at http://optout.aboutads.info/?c=2&lang=EN), as such list of Trackers may be updated from time to time.
• Payment Provider Terms. Payment processing services on the Platform are provided by third party payment providers. Payment services provided by Stripe, Inc. (“Stripe”) are subject to the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal), which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By establishing a Stripe account through the Platform, you are agreeing to be bound by the Stripe Services Agreement, as such terms may be modified from time to time. Services provided by Moov Financial, Inc. or its affiliated parties (“Moov”), will be provided pursuant to a Moov Platform Agreement (https://moov.io/legal/platform-agreement/) and policies referenced therein. As a condition to obtaining payment processing services, you agree to provide accurate and complete information through the Platform for use by each payment provider. This information may include (i) your policies, procedures and any audits; (ii) your general business activities; (iii) your use of the Platform and any activities otherwise conducted or observed on the Platform; and (iv) information required to be collected under applicable law, or the guidance or direction of, or request from, any regulatory authority or financial institution. You authorize TS to share this information and transaction information related to use of the payment processing services with its contracting parties, including payment providers.
• Responsibility for Products.TS may afford you the opportunity to offer products (“Products”) through the Platform. You acknowledge and agree that TS has no control over and shall not be responsible in any way for: (i) the existence, quality, shipping, fulfillment, safety, legality of Products made available on or through the Platform; or (ii) your ability to deliver Products.
• Responsibility for Contributions.You acknowledge and agree that the TS Indemnified Parties (defined below) have no control over and that no TS Indemnified Party shall be responsible in any way for (i) Contributions made or solicited on the Platform (except to the extent that a TS Indemnified Party conducts fundraising for itself, as WinRed, Inc. may do from time to time, in accepting tips, or to the extent that TS or a TS Indemnified Party offers or sells merchandise on the Platform); (ii) your ability to deliver on promises made related to the Contributions; (iii) the ability of Platform Users to make a Contribution; (iv) the ability of Platform Users to secure a refund or reversal of a Contribution; (v) the legality and legitimacy, or lack thereof, of any Contributions and any resulting losses or liability incurred by you as a result of alleged illegality of Contributions; or (vi) your use of Additional Services. You acknowledge and agree that as between TS and you, you shall be solely responsible for, and shall indemnify and hold harmless the TS Indemnified Parties, for all refunds, chargebacks, reversals, third-party chargeback fees, and payment provider and TS Fees (“Deduction Amounts”) related to the Contributions you receive, the refunds made in respect of Contributions made to you, and the reversals or chargebacks assessed. In no event shall any TS Indemnified Party be responsible in any way for such Deduction Amounts.
• Redirection of Payments to Agents and Third Parties.You may be offered the opportunity to direct the Platform to make payment to a third party, including Vendors, to help you raise and collect Contributions (such Vendors or other providers of services are hereafter referred to as “Third Party Providers”). Any payments to Third Party Providers, and any and all Platform functionality allowing for such payments, shall be subject to your compliance, disclosure, registration, and reporting
  responsibilities with respect to such payments. Payments to Third Party Providers that you have requested or directed through or in connection with the Platform shall be referred to as “Fee Amounts.” Fee Amounts may be paid through deductions from, or redirection of, Contribution amounts received through a payment provider and the Platform.
• Direction to Pay.You hereby direct and authorize TS to deduct and to retain from any amount otherwise payable, all Deduction Amounts and Fee Amounts at TS’s sole discretion. Except as otherwise may be expressly provided in a written instrument executed by you and TS, you further direct and authorize TS to cause any Deduction Amounts to be charged or withdrawn through any payment method or account you have provided, including by deducting such amounts from your payment provider account balance. As may be provided in a payment provider agreement, a payment provider will have the right to deduct from your payment provider account balance such payment provider’s fees (including those payment provider fees that are included in Deduction Amounts), all other Deduction Amounts, and all Fee Amounts. If your payment provider account balance becomes negative, you authorize and direct the payment provider to debit (and TS to cause to be debited) the amount owed from the relevant payout account.
• Responsibility for Disputes.You acknowledge and agree that transactions conducted via the Platform are conducted between the applicable Page Creators or Political Committee and Platform Users, and not with TS or any TS Indemnified Party (except to the extent that a TS Indemnified Party conducts fundraising for itself, as WinRed, Inc. may do from time to time, in accepting tips, or to the extent that TS or a TS Indemnified Party offers or sells merchandise on the Platform). You acknowledge and agree that you are solely responsible for the resolution of disputes between you and Platform Users for all amounts contributed or deducted on or through the Platform, all Additional Services you use through the Platform, and all Products offered to or received by Platform Users. Each Page Creator and each Political Committee are responsible for resolving any disputes between such parties, and TS is not responsible for any such disputes or resolution of such disputes.
• Connectivity:You are solely responsible for all telecommunication or Internet connections and associated fees required to access and use the Platform. TS is not responsible for (i) your access to the Internet; (ii) interception or interruptions of communications through the Internet; or (iii) changes to or losses of data through the Internet.
• Electronic Communications Marketing:You may be offered the opportunity to use the Platform to collect Platform User Personal Information that can be used to send communications, including by text message, telephone or email, or to direct TS Indemnified Parties to send communications at your request or direction, including requests for contributions or requests enabled by Additional Services, on behalf or for the benefit of, a Political Committee. No TS Indemnified Party shall be held responsible for any electronic communications, including the content of any fundraising solicitations, electronic mail, direct mail, text messages, phone calls or any other form of communication to existing or prospective Platform Users as you or your agents have directed or requested. You shall be responsible for ensuring that all necessary notices are provided and consents (with appropriate consent language) are secured prior to sending, or directing or requesting, any electronic communications and that all such communications comply with all applicable laws, rules, regulations, and order, including the CAN-SPAM Act of 2003, Telephone Consumer Protection Act, Do Not Call laws, and the Telemarketing Sales Rule.
• Tax:No TS Indemnified Party shall be responsible, and You shall be solely responsible and primarily liable for all tax laws and regulations that apply to your use of the Platform, including determining whether, and to what extent, any taxes apply to you for any transactions conducted through the Platform and otherwise.

III. TS Content

Content on this Platform that is provided by TS or its licensors, including certain graphics, content, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product and program names, slogans, and any compilation of the foregoing (“TS Content”) is the property of TS and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws.

You agree not to download, display, or use any TS Content : (1) in any publications, in public performances, on websites other than this Platform for any other commercial purpose; (2) in connection with products or services that are not those of TS; (3) in any other manner that does or is likely to cause confusion among Platform Users; (4) in any manner that does or is likely to disparage or discredit any TS Indemnified Party, (5) in any manner that does or may dilute the strength of the property of a TS Indemnified Party, or (6) in any manner that does or may otherwise infringe the intellectual property rights or other rights of a TS Indemnified Party. You further agree not to misuse in any way any TS Content or third party content that appears on or is otherwise made available through this Platform.

1. Use of the Platform and Posting Policy

The following requirements apply to your use of the Platform: (1) you will not use or direct or request the use of any electronic communication feature of the Platform or available through or in connection with the Platform for any purpose that would violate or assist in violation of any law, statute, ordinance, or regulation, or which would involve proceeds of any activity that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, intimidating, or hateful; (2) you will not upload, post, reproduce, or distribute any information, software, or other material that infringes, violates, or misappropriates any copyright or other intellectual property right, rights of publicity, or right of privacy, or is otherwise unlawful; (3) you will comply with the Privacy Policy with respect to your collection, use and sharing of personal information provided by Platform Users; (4) you will not use the Platform for any commercial purpose not offered through or in connection with the Platform or otherwise expressly approved by TS in writing; (5) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication except as contemplated by the functionality offered through or in connection with the Platform; (6) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might place an unreasonable or disproportionately large load on the infrastructure of TS or its contracting parties, or that might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment, or that might expropriate any system, data, or information; (7) you will not engage in illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialing, and the like; (8) you will not avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our contracting parties or any other third party (including another user); (9) you will not disguise your location through IP proxying or any other method; (10) you will not interfere with or attempt to interfere with the access of any user, host ,or network, including sending a virus, or flooding, spamming, or mail-bombing the Platform; (11) you will not engage in any unfair, deceptive, or abusive act or practice; and (12) you will not knowingly encourage or enable anyone else to do any of the foregoing.

You represent and warrant that your use of the Platform is not and will not in any circumstances be for personal, family, or household purposes. You acknowledge and agree that use of the Platform for personal, family, or household purposes is expressly prohibited.

From time to time on certain areas of our Platform you may be able to submit photos, written posts, and certain other materials (“Posted Content”). You acknowledge and agree that no TS Indemnified Party is an information content provider with respect to any Posted Content (except to the extent that a TS Indemnified Party conducts fundraising for itself, as WinRed, Inc. may do from time to time, in accepting tips, or to the extent that TS or a TS Indemnified Party offers or sells merchandise on the Platform), and you are the provider of such Posted Content and are responsible for such content. By using these features, you agree that: (1) you will not post any content that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent, or otherwise objectionable or inappropriate as determined by TS; (2) you will not post any content that contains personal information about any individual or that violates the privacy or publicity rights of any other individual or entity, (3) you will not post anything that you are under a contractual obligation to keep private or confidential; (4) you will not impersonate any person or organization, including the personnel of TS, or misrepresent an affiliation with another person or organization; and (5) you will not post any content that contains viruses, corrupted files, or any other similar software or programs that may adversely affect the operation of the Platform, or features offered through or in connection with the Platform.

You further understand and agree that you have no ownership rights to any account you may have with us. TS may terminate your ability to use or access the Platform or any or all of the functionality thereof in the event of any violation or alleged violation of these Terms or the law. You are responsible for obtaining all necessary consents and permissions to allow for the placement of Posted Content on the Platform.

By displaying, publishing, or otherwise posting any Posted Content on or through the Platform, you hereby grant to TS and its contracting parties a non-exclusive, fully-paid, royalty free license to use, modify, publicly display, reproduce, and distribute such Posted Content for the purposes of facilitating contributions for the applicable Political Committee, without the requirement to make payment to you or to any third party or the need to seek any third party permission. TS does not seek to obtain ownership rights in your Posted Content. You represent and warrant that (1) you have the right to use the content submitted, displayed, published, or posted by you on the Platform and otherwise have the right to grant the license set forth herein, and (2) the displaying, publishing or posting of any content you submit, and our use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patent rights, contract rights or any other intellectual property rights or other rights of any person or entity.

In addition, if you are a Page Creator, you represent and warrant that your Posted Content and your use of the Platform does not constitute a “coordinated communication” as that term is defined in 11 CFR 109.21 and that you shall not engage in any conduct or create any content that could be interpreted to be such a “coordinated communication”.

You agree to indemnify and hold all TS Indemnified Parties harmless from any claims, damages and expenses, including reasonable attorneys’ fees and costs, related to your violation of these Terms.

TS does not undertake to control or monitor content or to otherwise ensure that all content on the Platform complies with these Terms. You acknowledge and agree that Political Committees and others may request the removal of content in violation of these Terms, and that your use of the Platform or any or all of the functionality thereof may be suspended or discontinued in the event of any actual or alleged violation of these Terms. You further acknowledge that a Political Committee may at any (1) time prevent, terminate or discontinue the acceptance of contributions to such Political Committee, and (2) cause any link allowing for contribution to such Political Committee to be discontinued. In such event, TS shall have the right to remove, suspend, or terminate any page containing any such link.

If you are a trademark or copyright owner and you believe that your trademark or copyright rights have been violated, please go to our Proprietary Rights Complaint Process and follow the corresponding instructions.

1. Reliance on Information Posted

TS does not warrant the truth, accuracy, completeness, or usefulness of any information, content, or materials seeking contributions provided on the Platform. We and the TS Indemnified Parties disclaim all liability and responsibility arising from any reliance placed on such information by you or any other visitor to the Platform, or by anyone who may be informed of any of the Platform’s contents.

This Platform includes content provided by third parties, including materials provided by Page Creators, Political Committees, Vendors or other Platform Users. All statements and opinions expressed in these materials are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of TS. We do not undertake to review material before it is provided on the Platform. Accordingly, neither we nor any TS Indemnified Party are responsible or liable to you or any third party for the content or accuracy of any materials provided by you or any third parties.

1. Your Account
   
   Certain areas of the Platform may require registration or may otherwise ask you to provide information to participate in certain features or access certain content. If you elect not to provide such information, you may not be able to access certain content or participate in certain features offered through or in connection with the Platform or any features at all. If the Platform requires you to create an account or otherwise submit information, you agree that (1) you will provide accurate and complete information for your user account; (2) you will not impersonate a third party in your communications with TS; (3) you will only submit information about yourself or the entity that you represent or on whose behalf you are creating a page; and (4) you will otherwise comply with these Terms, including the Use of the Platform and Posting Policy section of these Terms. You agree to maintain the currency, completeness, and accuracy of your registration data, whether such information was originally provided by you or a Vendor, and that any loss caused by your failure to do so is your responsibility. You may not authorize any third party to use your account or to access restricted or protected content or features available through or in connection with the Platform, except in compliance with the Vendor Terms. You will immediately notify us in the event that you wish to terminate access to your account by a Vendor. Creating an account or opting in to receive notifications or offers does not guarantee the receipt of any such messages or the availability to you of any promotional offer.

You are solely responsible for the activity that occurs on your account, including all transactions and other activities undertaken with your device and any stored payment method, whether authorized or unauthorized. You must keep your user account, username, and password secure. You must notify TS immediately of any breach of security or unauthorized use of your account.

You further agree not to email, post, or otherwise disseminate any user ID, password, or other information which provides you access to the Platform, except as required to enable services of Vendors. No TS Indemnified Party shall be liable for any loss that you may incur as a result of someone using your password or account, either with or without your knowledge. No TS Indemnified Party shall be responsible for any losses arising out of the loss or theft of user information transmitted from or stored on a computer or device or from unauthorized or fraudulent transactions associated with the Platform.

You understand that you have no ownership rights in your account or your access to the Platform or in the features therein. No TS Indemnified Party assumes any liability for any information removed from the Platform, and we reserve the right to permanently restrict access to the Platform or a user account.

VII. Your Indemnification

YOU WILL DEFEND AND INDEMNIFY TS, WINRED INC., AND THEIR PARENTS (INCLUDING ENTITIES THAT OWN ALL OR A MAJORITY OF SUCH PARTIES), SUBSIDIARIES, OFFICERS, EMPLOYEES, AND VENDORS AND OTHER CONTRACTING PARTIES AND EACH OF THEIR OFFICERS, EMPLOYEES, AND AGENTS (COLLECTIVELY REFERRED TO AS “TS INDEMNIFIED PARTIES”) AND HOLD TS INDEMNIFIED PARTIES HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, DEFICIENCIES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED BY TS INDEMNIFIEDPARTIES AS A RESULT OF ANY CLAIM BY A THIRD PARTY (INCLUDINGPLATFORM USERS, PAGE CREATORS, POLITICAL COMMITTEES, VENDORS, AND THIRD PARTY PROVIDERS) ARISING OUT OF OR FROM: (I) YOUR USE OF THE PLATFORM; (II) CONTRIBUTIONS; (III) TS INDEMNIFIED PARTIES’ USE OF PLATFORM USER PERSONAL INFORMATION IN ACCORDANCE WITH THIS AGREEMENT; (IV) INFRINGEMENT OR MISAPPROPRIATION (INCLUDING ANYCOLLECTION, USE OR SHARING OF PERSONAL INFORMATION IN VIOLATION OF TS’S PRIVACY POLICY) OF ANY INTELLECTUAL OR PROPRIETARY RIGHTS IN THE PLATFORM USER PERSONAL DATA; (V) YOUR COMPLIANCE, DISCLOSURE, REGISTRATION, OR REPORTING RESPONSIBILITIES PURSUANT TO APPLICABLE LAW OR REGULATIONS; (VI) YOUR BREACH OR ALLEGED BREACH OF THESE TERMS; (VII) YOUR FAILURE TO COMPLY WITH THE PRIVACY POLICY OR PRIVACY REQUIREMENTS HEREIN, INCLUDING ANY VIOLATIONS OF TCPA; (VIII) ANY PRODUCTS OR ADDITIONAL SERVICES OFFERED THROUGH THE PLATFORM OR A PLATFORM USER’S USE THEREOF; (IX) POSTED CONTENT, STATEMENTS, OR OTHER MATERIALS UPLOADED ORCOMMUNICATED BY YOU OR THROUGH OR IN CONNECTION WITH THEPLATFORM; OR (X) YOUR USE OF CONTRIBUTIONS.

THE FOREGOING INDEMNIFICATION OBLIGATION IS CONTINGENT UPON THE TS INDEMNIFIED PARTY PROMPTLY NOTIFYING YOU IN WRITING OF SUCH CLAIM (PROVIDED THE FAILURE OR DELAY IN DOING SO SHALL NOT RELIEVE YOU FROM ANY OBLIGATIONS TO INDEMNIFY TS INDEMNIFIED PARTIES EXCEPT TO THE EXTENT THAT SUCH DELAY OR FAILURE MATERIALLY PREJUDICES THE DEFENSE OF SUCH CLAIM). YOU AND THE TS INDEMNIFIED PARTY MAY AGREE THAT YOU WILL UNDERTAKE THE DEFENSE OR SETTLEMENT OF SUCH CLAIM, PROVIDED THAT YOU MAY NOT SETTLE ANY SUCH CLAIM UNLESS SUCH SETTLEMENT UNCONDITIONALLY RELEASES TS INDEMNIFIED PARTIES OF ALL LIABILITY. YOU WILL BE RESPONSIBLE FORALL COSTS AND EXPENSES OF SUCH DEFENSE OR SETTLEMENT, WHETHER SUCH DEFENSE OR SETTLEMENT IS UNDERTAKEN BY A TS INDEMNIFIED PARTY OR BY YOU. THIS INDEMNIFICATION OBLIGATION SHALL NOT BE CAPPED OR OTHERWISE LIMITED IN ANY WAY.

VIII. TS Representations

Except as otherwise may be expressly provided in a written instrument executed by TS and referencing this Section, TS makes no representations about the reliability of the features of this Platform, the Content, Posted Content, or any other Platform feature, and TS disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems will be at your own risk. TS makes no representations regarding the amount of time that any Content or Posted Content will be preserved.

TS does not endorse, verify, evaluate, or guarantee any information provided by Platform Users and nothing shall be considered as an endorsement, verification or guarantee of any Posted Content. You shall not create or distribute information, including advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by TS or any TS Indemnified Party without the prior review and written approval of TS.

EXCEPT AS OTHERWISE MAY BE EXPRESSLY PROVIDED IN A WRITTENINSTRUMENT EXECUTED BY TS AND REFERENCING THIS SECTION, THISPLATFORM IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NOWARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NONINFRINGEMENT, OR QUIET ENJOYMENT ARE MADE WITH RESPECT TOTHIS PLATFORM OR ANY INFORMATION OR SOFTWARE CONTAINEDTHEREON OR THEREIN.

IX. Limitation of Liability

EXCEPT AS OTHERWISE MAY BE EXPRESSLY PROVIDED IN A WRITTENINSTRUMENT EXECUTED BY TS AND REFERENCING THIS SECTION, UNDER NOCIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ANY TS INDEMNIFIEDPARTY BE LIABLE FOR: (1) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,OR CONSEQUENTIAL DAMAGES (COLLECTIVELY, “DAMAGES”) THAT RESULTFROM THE USE OF OR INABILITY TO USE THIS PLATFORM; OR (2) ANYDAMAGES IN EXCESS OF THE FEES RECEIVED BY TS IN RESPECT OF THETRANSACTION GIVING RISE TO LIABILITY.

NO TS INDEMNIFIED PARTY SHALL BE RESPONSIBLE FOR ANY DAMAGESWHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS,DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION ORTRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOTCAUSED BY EVENTS BEYOND ITS REASONABLE CONTROL, INCLUDING ACTSOF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, ORUNAUTHORIZED ACCESS TO THIS PLATFORM’S RECORDS, PROGRAMS, ORSERVICES. UNDER NO CIRCUMSTANCES, INCLUDING A NEGLIGENT ACT,WILL ANY TS INDEMNIFIED PARTY BE LIABLE FOR ANY DAMAGE OF ANYKIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THEPLATFORM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OFLIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES. AS ARESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOUAND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OFNEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENTARE THE RESULT OF THE TS INDEMNIFIED PARTY’S NEGLIGENT,FRAUDULENT, OR RECKLESS ACT(S), OR INTENTIONAL MISCONDUCT.

X. Third-Party Websites

This Platform may hyperlink to sites not maintained by or related to TS. Hyperlinks are provided as a service to users and are not sponsored by or affiliated with this Platform or TS, and TS makes no representations or warranties about the content, completeness, or accuracy of those third-party sites. Information you submit at a third-party site accessible from this Platform is subject to the terms of that site’s privacy policy, and TS has no control over how your information is collected, used, or otherwise handled by third-party sites.

1. Linking to the Platform
   
   You may link to the Platform, provided you do so in a way that is fair and legal and does not damage or take advantage of the rights or reputation of TS or any third party, but you must not establish a link in such a way as to suggest any form of approval or endorsement on our part without our express written consent. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. Notwithstanding the foregoing, TS does not approve or endorse Page Creators or any Political Committee. In our discretion, we reserve the right to withdraw linking permission without notice.

XII. Miscellaneous

Both you and TS acknowledge and agree that no partnership is formed and neither of you nor TS has the power or the authority to obligate or bind the other.

These Terms will be governed by and construed in accordance with the internal laws of Delaware without regard to conflicts of laws principles. By using this Platform, you hereby agree that any and all disputes regarding these Terms will be subject to the courts located in New Castle County, Delaware. EXCEPT AS PROVIDED IN A WRITTEN INSTRUMENT EXECUTED BY TS AND REFERENCING THIS SECTION, YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THIS PLATFORM OR THESE TERMS, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. These Terms operate to the fullest extent permissible by law.

The failure of TS to comply with these Terms because of an act of God, war, fire, riot, terrorism, earthquake, epidemic or pandemic, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of TS, shall not be deemed a breach of these Terms.

As used herein, the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

If TS fails to act with respect to your breach or anyone else’s breach on any occasion, TS is not waiving its right to act with respect to future or similar breaches.

If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

These Terms constitute a binding agreement between you and TS, and are accepted by you upon your use of the Platform or your account. These Terms, together with any written instrument executed by you and TS, or any other terms or policy linked by the Platform, that references these Terms, constitute the entire agreement between you and TS regarding the use of the Platform and your account. By using the Platform, you represent that you are capable of entering into a binding agreement, and that you agree to be bound by these Terms. Each TS Indemnified Party shall be deemed an intended third party beneficiary of the Terms contained herein and applicable to such parties, and that each such party shall be entitled to enforce the Terms set forth herein for its own benefit.