Terms of Service
These Terms of Service, as amended from time to time (the “Terms”) govern the access or use by you of Onedeeds’ website, its platform (the “Platform”) and any other software, products and/or services (collectively, the “Services”) provided by Onedeeds, Inc., its subsidiaries and any of their affiliates (collectively “Onedeeds”, “we,” “us” or “our”).
To the extent allowed by law, the English version of these Terms of Service is binding, and other translations are for convenience only.
Onedeeds Services Description: The Services are offered as a platform through which any individual or entity (a “Beneficiary”) can create a wishlist of items (a “Wishlist”) carried and sold by certain e-commerce retailers (“Retailers”) such as Amazon.com, Inc. (“Amazon”) that such Beneficiary seeks to receive by way of a donation; and where any individual or entity (“Donors”) can donate items from a Beneficiary’s wish list to such Beneficiary by purchasing such items through our platform (“Donations”). As affiliates of such Retailers, we receive from the Retailers a certain percentage of every purchase made via a Donation from such Retailer. It is hereby clarified that the Donations shall only include items listed on a Wishlist and the Platform does not provide for the transfer of actual cash donations, in any form, to a Beneficiary.
The Services function as a platform; We are not a broker, financial institution, creditor or charity: The Services are administrative platforms only. Onedeeds is not a broker, agent, financial institution, creditor or 501(c)(3) non-profit corporation.
All information and content provided by Onedeeds relating to the Services is for informational purposes only, and Onedeeds does not guarantee the accuracy, completeness, timeliness or reliability of any such information or content. No content is intended to provide financial, legal, tax or other professional advice. You acknowledge that all information and content accessed by you using the Services is at your own risk.
Onedeeds has no control over the conduct of, or any information provided by, a Beneficiary and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. We do not guarantee that a Beneficiary will obtain a certain amount of Donations out of their published Wishlist or any Donations at all. We do not endorse any user, or cause and we make no guarantee, express or implied, that any information provided through the Services is accurate. We expressly disclaim any liability or responsibility for the outcome or success of any published Wishlist. You, as a Donor, must make the final determination as to the value and appropriateness of contributing to any Recipient.
No Solicitation: The Onedeeds Platform is offered to help Beneficiaries receive the items they place on their Wishlist. Onedeeds merely provides the technology to allow Beneficiaries to connect with Donors. The existence of the Services is not a solicitation of donations by Onedeeds, and Onedeeds does not engage in any solicitation activities, or consult on the solicitation of contributions from the public, on behalf of any individual, entity, or organization. By using the Services, you understand and agree that Onedeeds shall not be responsible for the use of any items provided through your Donations.
Modifications to Services: Onedeeds reserves the right to modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) at any time and for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs, or losses resulting therefrom.
Use of the services
You agree to comply with all applicable laws and regulations when using the Services, and you may only use the Services for lawful purposes.
You must be an individual, at least 18 years old to use the Platform.
By using the Platform, you warrant that you are 18 years or older and understand your obligations under these Terms.
Donors: All Donations are at your own risk. We do not and cannot verify the information that Beneficiaries supply.
Onedeeds makes no representation as to whether all or any of your Donations, including are tax deductible or eligible for tax credits. Onedeeds will have no liability for any claim by any federal, state, provincial, territorial, local or any other tax authority with respect to the characterization on any applicable tax return of any Donation by you. You should consult your tax advisor as to whether your Donation is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any Donation in any relevant jurisdiction.
Donors shall provide Onedeeds with such information as is required to enable the issuing of an official Donation receipt, including Donor’s name, e-mail address, credit card information and ZIP code. In addition, Donors may choose, with respect to each Donation made, to receive an update through the Platform when the Donation has been received by the Beneficiary, as well as to receive a thank you note from the Beneficiary as well.
For donors making donations to charities, please see the state non-profit disclosures for those charities. Specifically, certain states require written disclosures for charities soliciting contributions.
Donations: In order to solicit Donations, a Beneficiary creates a Wishlist which can then be shared in link form over various communication platforms including through social media etc., and Donors can choose to purchase various items as Donations for such Beneficiary. In order to make a Donation to a Beneficiary, a Donor will be required to provide information regarding its credit card or other payment instrument (“Payment Instrument”) to a payment processor (“Processor”) that is linked to the Donor’s account on the Services (a “Billing Account”). You, as a Donor, represent and warrant to Processor that such information is true and that you are authorized to use the applicable Payment Instrument. You agree that all Donations are final and will not be refunded. Onedeeds uses third-party payment processing partners to bill you through your Payment Instrument and Billing Account for any Donations made, and Donors acknowledge that by contributing a Donation to a Recipient, the Donor is agreeing to any and all applicable terms set forth by our payment partners (currently Stripe, Inc.), in addition to these Terms of Service, including Stripe’s terms of service. Also, during the fulfillment of a Wishlist, you may be directed to the Amazon website server for the purchase (to clarify, a Donor will not be able to provide a Donation through such Donor’s personal Amazon account). Donors acknowledge that by making a Donation to a Beneficiary, the Donor is agreeing to any and all applicable terms set forth by Amazon, in addition to these Terms of Service, including Amazon’s terms of service.
Beneficiary: In order to access the Platform as a Beneficiary, such Beneficiary will be required to open a profile on the Platform. For such purpose, a Beneficiary will be required to provide their name, e-mail address and home address. The Beneficiary may, at their sole discretion, provide additional information including pictures, videos, other biographical information etc. Any and all content you upload to your profile is yours and your sole responsibility. We do not bear any responsibility for your content as well as its validity or legality and any action taken with regard to it.
You, as a Beneficiary, represent, warrant, and covenant that (i) all information you provide is complete, and not likely to deceive Donors; (ii) you will not infringe the rights of others; (iii) to the extent you share with us any personal data of any third party for any purpose, including the names, email addresses and phone numbers of your personal contacts, you have the authority (including any necessary consents), as required under applicable law, to provide us with such personal data and allow us to use such personal data for the purposes for which you shared it with us. You authorize Onedeeds, and Onedeeds reserves the right to, provide information relating to you, your Wishlist, or your beneficiaries (for example if Beneficiary is an entity with beneficiaries of its own) to Donors or law enforcement, and to assist in any investigation thereof.
Without derogating from the generality of the above, If you use the Services as an agent of a Charity, you represent and warrant that: (a) you are a representative of the Charity, which representative is authorized to raise funds or bind the Charity to these Terms of Service; (b) you are soliciting Donations with a cause or activity that is legal under all applicable federal, state, provincial, territorial and local laws and regulations; (c) all Donations will be used solely for the purpose you have stated on and in connection with your Campaign, and under no circumstances may you use the Donations for any other purpose; (d) your Charity has and will maintain tax-exempt status under applicable law (example, the Internal Revenue Code in the United States or the Income Tax Act in Canada; or (e) if your Charity is in the United States, your Charity is registered with GuideStar or the IRS tax exempt organization database, or, in Canada, is listed in the Canada Revenue Agency's database of registered charities.
Member Account, Password and Security: As a Beneficiary or a Donor who has opened a profile, 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 Onedeeds of any unauthorized use of your password or account or any other breach of security, and (b) sign out from your account at the end of each session when accessing the Services. Onedeeds will not be liable for any loss or damage arising from your failure to comply with this Section.
Data Retention: You acknowledge that Onedeeds has no obligation to you to retain data relating to any account, profile or Wishlist. You acknowledge that Onedeeds reserves the right to delete data or to terminate accounts, profiles or Wishlists at any time and for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom.
Promotions on the Onedeeds Platform: You are not permitted to offer any contest, competition, reward, give-away, raffle, sweepstakes or similar activity (each, a "Promotion") on or through the Onedeeds Platform.
Payment Card Industry Data Security Standard: The Payment Card Industry Data Security Standard (PCI DSS) is a set of industry-mandated requirements for any business that handles, processes, or stores credit cards. The primary purpose of the standards is to maintain controls around cardholder data to reduce credit card fraud. As a service provider, Onedeeds is PCI DSS compliant and will maintain all applicable PCI DSS requirements to the extent that we possess or otherwise store, process, or transmit cardholder data on behalf of you, or to the extent that we can in any way impact the security of your cardholder data environment.
Intellectual Property: Without derogating from any other restrictions in these Terms, unless otherwise explicitly permitted by Onedeeds in writing, you may not, whether by yourself or anyone on your behalf: (a) remove any copyright, trademark or other proprietary notices from any portion of the Services; (b) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile or disassemble any portion of the Services or publicly display, reproduce, create derivative works of, perform, distribute, or otherwise use Services or any material in connection therewith including without limitation text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, and other features available on the Services; (c) reverse engineer or attempt to extract the source code of the Services we provide, (d) use the Services for any illegal, immoral, unlawful or unauthorized purposes; (e) use the Services other than as specifically permitted in these Terms including without limitation: distribute, resell or offer the Services for rent or lease or offer any of the above to the public in any manner, or integrate any of the above within a service of your own, sell, license, or otherwise exploit the Service ; (f) interfere with or disrupt the operation of the Services, or the servers or networks that host them, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks; (h) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that Onedeeds endorses you or your organization, or any statement you make, or present false or inaccurate information about the Services; (i) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our online-platform infrastructure, as determined, at our sole discretion; (j) bypass or go around any measures we may use to prevent or restrict access to the Service; (k) transmit or otherwise make available in connection with the Services any virus, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; and (l) infringe or violate any of these Terms.
Onedeeds and its licensors own and reserve all rights, title and interests in and to the Services and to all modifications and enhancements thereto. No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to these Terms and all rights not explicitly granted to you are reserved by Onedeeds.
You hereby represent and warrant that: (i) the User Content, (ii) your submission of; uploading; or otherwise making available to others the User Content, or (iii) Onedeeds’s use of the User Content as permitted herein, will not infringe, misappropriate or violate any third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You hereby acknowledge and agree that complying with all applicable laws and/or regulations regarding publicity and privacy while using the Services (including with respect to permitted usage of dash cams and/or the recording of others) shall be solely under your responsibility and you will bear all liability for any consequences resulting from not complying with such laws and regulations – please exercise discretion before using our Services. You hereby agree and warrant not to make available or share with others any User Content that can be reasonably understood to be defamatory, libellous, hateful, violent, obscene, pornographic, unlawful or otherwise offensive. Although we are not required to do so, we may access, review and delete all or part of your User Content at any time, including in order to assess and stop any violation of these Terms as determined by Onedeeds in its sole discretion. Under no circumstances will Onedeeds be liable in any way for any content or materials of any third parties (including Users) or any User Content (including, but not limited to, for any errors or omissions in any User Content), or for any loss or damage of any kind incurred as a result of the use of any such User Content.
Unsolicited Information: Please be advised that User Content and other unsolicited information you provide may be publicly accessible, such as information you post in forums or comment sections. We also collect information through customer support communications, your communications to us of ideas for new products or modifications to existing products, and other unsolicited submissions, or any questions, comments, suggestions, ideas, feedback or other information about the Services (collectively, with publicly-accessible information, “Unsolicited Information”). By sending us Unsolicited Information, (a) you agree that we are under no obligation of confidentiality, expressed or implied, with respect to the Unsolicited Information; (b) you acknowledge that we may have something similar to the Unsolicited Information already under consideration or in development; (c) you agree that Onedeeds will be entitled to the unrestricted use and dissemination of the Unsolicited Information for any purpose, commercial or otherwise, without acknowledgment or compensation to you; (d) you represent and warrant that you have all rights necessary to submit the Unsolicited Information; (e) to the extent necessary, you hereby grant to Onedeeds a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully transferable and sublicensable right (through multiple tiers) and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Unsolicited Information, and to sublicense the foregoing rights; and (f) you irrevocably waive, and cause to be waived, against Onedeeds and its users any claims and assertions of any moral rights contained in such Unsolicited Information. This Unsolicited Information section shall survive any termination of your account or the Services. You acknowledge and agree that Onedeeds may preserve Unsolicited Information, as well as User Content, and may also disclose your Unsolicited Information or User 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 User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Onedeeds, its users or the public.
Indemnity and Release
You agree to release, indemnify on demand and hold Onedeeds and its affiliates and their officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys' fees, costs, awards, fines, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, any Donation, any User Content, your connection to the Services, your violation of these Terms of Service or your violation of any rights of another. You agree that Onedeeds has the right to conduct its own defense of any claims at its own discretion, and that you will indemnify Onedeeds for the costs of its defense (including, but not limited to attorney’s fees.) If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party." If you are a resident of another jurisdiction you waive any comparable statute or doctrine.
These Terms of Service constitute the entire agreement between you and Onedeeds and govern your use of the Services, superseding any prior agreements between you and Onedeeds with respect to the Services. You also may be subject to additional terms of service that may apply when you use affiliate or third-party services, third-party content or third-party software. These Terms of Service will be governed by the laws of the state of Delaware USA.without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Onedeeds agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the state of Delaware USA. The failure of Onedeeds to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be (or are otherwise) invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Onedeeds, but Onedeeds may assign or transfer these Terms of Service, in whole or in part, without restriction. If we fail to enforce any of our rights, that does not result in a waiver of that right. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Services may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Platforms. Onedeeds may, at any time, assign our rights or delegate our obligations hereunder without notice to you in connection with a merger, acquisition, reorganization or sale of equity or assets, or by operation of law or otherwise. Nothing in these Terms shall prevent Onedeeds from complying with the law. Onedeeds shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Disclaimer of Warranties
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ONEDEEDS AND ITS AFFILIATES EXPRESSLY DISCLAIM AND EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
ONEDEEDS AND ITS AFFILIATES MAKE NO WARRANTY OR CONDITION THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ONEDEEDS NOR ITS AFFILIATES WILL BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, (B) DAMAGES FOR LOSS OF PROFITS, (C) DAMAGES FOR LOSS OF GOODWILL, (D) DAMAGES FOR LOSS OF USE, (E) LOSS OR CORRUPTION OF DATA, OR (F) OTHER INTANGIBLE LOSSES (EVEN IF ONEDEEDS 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 SERVICES; (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 SERVICES; (III) ANY PROMOTIONS AND RELATED PRIZES OR REWARDS MADE AVAILABLE THROUGH THE SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ONEDEEDS'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES (INCLUDING CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE) OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID ONEDEEDS 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 SERVICES OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US OR ANY OF OUR OFFICERS, DIRECTORS OR EMPLOYEES ACTING IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING OUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Notwithstanding the foregoing, nothing in these Terms of Service will be deemed to waive, preclude, or otherwise limit the right of either of us to (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) file suit in a court of law to address an intellectual property infringement claim.
You agree that Onedeeds, in its sole discretion, may suspend or terminate your account (or any part thereof) or your access to the Services and remove and discard any User Content or data at any time and for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom.
Changes to these terms
Onedeeds may revise these Terms from time to time. We will identify the date the Terms were last updated at the beginning of the Terms. All changes are effective immediately when we post them (or such later effective date as may be indicated at the top of the revised Terms) and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of the revised Terms means you accept and agree to the changes. It is your sole responsibility to check for updates to these Terms on an ongoing basis. If we make any material changes to these Terms (e.g. regarding our data collection, processing and purpose or usage), we will notify you and require your explicit consent before you will be able to continue to use the Services. If you do not wish to accept the new Terms of Service, you may discontinue your use of the Services.