PRJCT 428

Last Modified: [September 12th, 2018]

Acceptance of the Terms of Use. The Project428 TERMS OF USE (Terms) are entered into by and between you and PROJECT428, INC., a Delaware Corporation (Project428). The Terms govern your access to and use of the Project428 website www.project428.com (the Website), the crowdfunding marketplace accessed via the Website (the Platform), including any content, functionality, and services offered on or through the Website or Platform (collectively, the Services).
Please read the Terms carefully before you start to use the Website or Platform. By accessing the Website, Platform, or utilizing any Service, you accept and agree to be bound by these Terms, the CROWDFUNDING TERMS OF USE (CToU), and the PROJECT428 PRIVACY POLICY (Policy), incorporated herein by reference. If you do not agree to be bound by these Terms, CToU, or the Policy, you must not access or use the Website, Platform, or any Service.
Eligibility. This Website, Platform, and Services are offered and available to users who are 18 years of age or older. By using this Website, Platform, or any Service, you represent and warrant that you: (a) are of legal age to form a binding contract with Project428. If you do not meet all of these requirements, you must not access or use the Website or Platform.
User Accounts.
1. User Account License. To access the Website, Platform, or any Service, you may be asked to provide certain registration details or other information. You agree that all information you provide to register your Website and Platform account (Account) is current, complete, and accurate. Upon completion and registration of your Account, Project428 will grant you and any persons to whom you wish to provide access to your Account (collectively, Authorized User(s)) a license to access and use the Website, Platform, and the Services (the User License). Your User License will be conditional upon your and your Authorized User(s) compliance with these Terms, the CToU, and the Privacy Policy. Project428 reserves the right to disable any Account at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms, CToU, or the Policy.
2. Account Username and Password. If you choose, or are provided with, an Account user name, password, or any other piece of information as part of Project428’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to the Website, Platform, or any Service, by using your Account user name, password, or other security information. You agree to notify Project428 immediately of any unauthorized access to or use of your Account. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information.
Intellectual Property Rights.
1. Project428 Proprietary Rights. The Website, Platform, and Services and its entire contents, features, and functionality including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof (collective, the Project428 Materials), are owned or validly licensed by Project428, and are protected by United States and applicable foreign and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Unless as otherwise provided in these Terms, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any Project428 Material unless otherwise agreed upon in writing by Project428. You must not delete or alter any copyright, trademark, or other proprietary right notice from any Project428 Material at any time or for any purpose.
2. Your Proprietary Rights. Any content or information provided by you to the Website, Platform, or Services (collectively, User Materials) that you own or have rights to use will remain your property and rights respectively. You will be solely responsible for the accuracy, quality, integrity, reliability, appropriateness, legality, ownership, and rights of use of all of your User Materials. You hereby grant to Project428 an irrevocable, worldwide, non-exclusive, and transferable license to use your User Materials as necessary to operate or maintain your Account, the Website, Platform, and Services.
3. Protection of User Materials. You understand and agree that Project428 cannot be responsible for the security of your User Materials or the validity of the content posted by any third party on the Website, Platform, or any Service. You acknowledge and agree that your use of the Website, Platform, or any Service, and the providing of your User Materials to the Website, Platform, and Services, is at your own risk.
4. Trademarks. The Project428 name, the word marks PRJCT 428, PRJCT (+ Design), and all related names, logos, product and service names, designs, and slogans are trademarks of Project428. You must not use such marks without the prior written permission of the Project428. All other names, logos, product and service names, designs, and slogans on the Website, Platform, and Services are the trademarks of their respective owners.
5. Intellectual Property Complaints. Project428 respects the intellectual property rights of others, and requires that anyone who uses the Website, Platform, or Service, do the same. If you believe that your work has been copied in a way that constitutes copyright infringement or infringement of another right, please submit a notice with the following information to Project428’s Copyright Agent (as designated pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)(2)) via mail or e-mail as provided below:
  - Your address, telephone number, and email address;
  - A description of the work(s) that you claim have been infringed;
  - A description of where the alleged infringing material(s) are located;
  - A statement by you that you have a good faith belief that the disputed use of such work(s) is not authorized by the owner, its agent, or the law;
  - A statement by you, made under penalty of perjury, that all of the information in your notice is accurate and that you are the owner or are authorized to act on the owner’s behalf; and
  - An electronic or physical signature of the person authorized to act on behalf of the owner of the work(s).
  Copyright Agent:
  Lucas S. Michels
  2311 N. 45th Street, Suite 365
  Seattle, Washington 98103 U.S.A.
  Tel: (206) 547-1914
  E-Mail: [email protected]
  Should work(s) you had uploaded to the Website, Platform, or any Service be removed or disabled by Project428 based upon a notice submitted by a third party pursuant to this subsection of the Terms, and you believe that such a compliant is incorrect or submitted in error, you may submit a counter notice to Project428’s copyright agent via the e-mail or mailing address detailed above including the following information:
  - Your address, telephone number, and email address;
  - A description of the work(s) that have been removed or to which access has been disabled and the location at which the work(s) appeared before it was removed or access to it was disabled;
  - A statement by you, made under penalty of perjury, that you have a good faith belief that the work(s) were removed or disabled as a result of mistake or misidentification of material to be removed or disabled;
  - A statement that you consent to (a) the jurisdiction of Federal District Court for the judicial district in which you are located (if you reside in the United States), (b) the jurisdiction of any Federal District Court in which Project428 may be located (if you reside outside of the United States), and (c) that you or your agent will accept service of process from the person or agent who provided the original notice to Project428; and
  - Your or your agent’s electronic or physical signature.
User Contributions.
1. Requirements. The Website or Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, reviews, and other interactive features (collectively, Interactive Services) that allow users to post, submit, publish, display, or transmit to other users or other persons (collectively, Posts) content or materials (collectively, User Contributions) on or through the Website or Platform. Any User Contribution you Post to the Website or Platform will be considered non-confidential and non-proprietary. By Posting any User Contribution on the Website or Platform, you grant Project428, its affiliates, and service providers, and their respective licensees, successors, and assigns, the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You understand and acknowledge that you are responsible for all User Contributions you submit or contribute to the Website or Platform, and you have the full and complete responsibility for such User Contribution, including its legality, reliability, accuracy, and appropriateness. Project428 is not responsible or liable to any third party for the content or accuracy of any User Contribution Posted by you or any other Website or Platform user.
2. Monitoring and Enforcement; Termination. Project428 reserves the right to: (a) remove or refuse to Post any User Contribution for any or no reason in its sole discretion; (b) disclose your identity or other information about you to any third party who claims that material Posted by you in your User Contribution violates their rights, including without limitation their intellectual property rights or right to privacy; (c) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website, Platform, or any Service; or (d) terminate or suspend your Account, and access to all or part of the Website, Platform, or Services, for any violation of these Terms, CToU, or Policy.
Prohibited Activities and Uses. You may only use the Website, Platform, and Services for lawful purposes and in accordance with these Terms, CToU, and the Policy. You may not use the Website, Platform, or Services:
1. in any way that violates federal, state, local, or international law or regulation;
2. for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
3. to send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms, CToU, and the Policy;
4. to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation;
5. to impersonate or attempt to impersonate Project428, a Project428 employee, a Website or Platform user, or any other person or entity (including without limitation using email addresses or screen names associated with any of the foregoing);
6. to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, Platform, or Services which, as determined solely by Project428, may harm Project428 or any user of the Website or Platform;
7. in any manner that could disable, overburden, damage, or impair the Website or Platform, or interfere with any other party’s use of the same;
8. to plant or release any robot, spider, or other automatic device, process, or means to access the Website or Platform for any purpose, including monitoring or copying any of the material on the Website or Platform;
9. to use any process or instrumentality to monitor or copy any of the material on the Website or Platform or for any other unauthorized purpose without Project428’s prior written consent; and
10. to use any device, software, or routine that interferes with the proper working of the Website, Platform, or any Service;
11. introduce any viruses, trojan horses, worms, logic bombs, or other material or applications that is malicious or technologically harmful;
12. gain or attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website or Platform, the server on which the Website or Platform is stored, or any server, computer, or database connected to the Website or Platform; and
13. Otherwise attempt to interfere with the proper working of the Website, Platform, or any Service.
Third Parties.
1. Third-Party Links. The Website, Platform, and Services may link to third-party websites and applications that are not owned or controlled by Project428. Project428 does not endorse, has no control over, and assumes no responsibility for, without limitation, the content, terms of use, privacy policies or practices of any third-party website or application. By using the Website, Platform and Services, you expressly relieve Project428 from any and all liability arising from your use of any third-party website or application accessed from the Website or Platform. You acknowledge and agree that Project428 will not be a party to or in any way be responsible for monitoring any interaction between you and any third-party website or application linked from the Website or Platform.
2. Third-Party Content. Content on third-party website or application linked from the Website or Platform (collectively, Third-Party Content) is made available “as is”, and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded or otherwise exploited without the authorization of such third-party website or application owner. Project428 is not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to any Third-Party Content. Project428 does not endorse any content, opinion, recommendation or advice expressed in any Third-Party Content. Project428 expressly disclaims any and all liability arising out of or relating to: (a) your use of any Third-Party Content; and (b) any Third-Party Content that is inaccurate, offensive, indecent, or objectionable. You expressly waive any legal or equitable rights or remedies you have or may have against Project428 and will indemnify and hold Project428 harmless to the fullest extent allowed by law regarding all matters related to your access and use of Third-Party Content.
3. Third-Party Product and Service Providers. Project428 may use third-party product and service providers to assist in the operation of the Website, Platform, and Services including without limitation hosting, hardware, software, networking, storage, and provision of related technology required to provide the Website, Platform, and Services (collectively, Third-Party Providers). Project428 will make a good faith effort to notify and assist in remedying any failure of any Third-Party Provider to sufficiently provide any such services, but Project428 will not be liable to you for any failure of a Third-Party Provider to provide any such service to the Website, Platform, and Services.
4. Third-Party Software. The Website, Platform, and Services may include various third-party software components or software services (collectively, Third-Party Software) that are provided to you under separate license terms with owners of such Third-Party Software owners (Third-Party Terms). You are permitted to use Third-Party Software in conjunction with the Website, Platform, and Services, provided that such use is consistent with these Terms, CToU, the Privacy Policy, and applicable Third-Party Terms. Nothing in these Terms is intended to impose further restrictions on your use of the Third-Party Software in accordance with any Third-Party Terms.
5. Interoperation. The Website, Platform, and Services may also enable interoperation with certain third-party operating systems and applications not included or authorized by Project428. Project428 does not provide you with any licenses to such third-party operating systems and applications, and it is solely your responsibility to obtain all necessary licenses for such third-party operating systems and applications from their owners’ respective vendors.
Linking.
1. General Requirements. You may link to the Website and Platform in any social media or online postings, provided, you do so in a way that: (a) is fair and legal; (b) does not damage Project428’s reputation; (c) does not establish a link in such a way as to suggest any form of association, approval, or endorsement by Project428 or its agents.
2. Linking Functionality. The Website, Platform, and Services may provide certain social media features (collectively, Linking Features) that enable you to: (a) link from your own or a third-party website to certain content on the Website or Platform; (b) send emails or other communications with certain content, or links to certain content, on the Website or Platform; and (c) cause limited portions of content on the Website or Platform to be displayed or appear to be displayed on your own or a certain third-party website. You may use Linking Features solely as they are provided by Project428, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not: (i) cause the Website, Platform, or portions thereof to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking; (ii) link to any part of the Platform or the Website (other than the homepage); and (iii) otherwise take any action with respect to the materials on the Website, Platform, or Services that is inconsistent with any other provision of these Terms, CToU, and the Policy. The website from which you are using the Linking Features must comply in all respects with these Terms, CToU, and the Policy.
3. User Contribution Standards. User Contributions must in their entirety comply with all applicable local, state, federal, and foreign laws and regulations. Without limiting the foregoing, a User Contribution must not:
  1. contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
  2. promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  3. infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other party, or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms, CToU, or the Policy;
  4. be likely to deceive any person;
  5. promote any illegal activity, or advocate, promote, or assist any unlawful act;
  6. cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other party;
  7. impersonate any party, or misrepresent your identity or affiliation with any other person or entity including without limitation false endorsements; and
  8. involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.
4. Linking Monitoring and Enforcement. You agree to cooperate with Project428 in causing any unauthorized framing or linking immediately to stop. Project428 reserves the right to withdraw linking permission to you or any Website, Platform, or Service user without notice. Project428 may disable any or all social media features including without limitation Linking Features at any time without notice in its own sole discretion, and Project428 has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website or Platform. You waive and hold harmless Project428 and its affiliates, licensees and service providers from any claims resulting from any action taken by any of the foregoing parties during, or taken as a consequence of, investigations by either such parties or law enforcement authorities.
Warranties and Representations. You warrant and represent to Project428 that you: (a) are eighteen (18) years of age or older and are fully able and competent to enter into, accept and comply with these Terms, the CToU, and the Policy; (b) will not modify, adapt, or access the Website, Platform, or any Service by means not expressly authorized by Project428; (c) will not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Website, Platform, or Services without the express written permission of Project428; (d) will not use or access the Website, Platform, or any Service for any purpose that is unlawful or prohibited by these Terms, CToU, or the Policy; (e) will take reasonable measures to protect your Account information and any other information concerning your User Account; and (f) will only provide User Materials and User Contributions to the Website, Platform, and Services that you own or have rights to provide to the same.
Availability. Project428 reserve the right to amend, restrict, or terminate the Website, Platform, or any Service, in whole or part, in its sole discretion without notice. Project428 will not be liable if for any reason any or all of the Website, Platform, or Services is unavailable at any time or for any period.
Geographic Restrictions. The owner of the Website, Platform, and Services is based in the New York City, New York, Unites States. Project428 makes no claims that the Website, Platform, and Services or any of its content is accessible or appropriate outside of the Unites States. Access to the Website, Platform, and Services may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and regulations.
Limitation of Liability.
1. Warranty Disclaimer. The Website, Platform, and Services are licensed and provided to you “as is”, and Project428 disclaims any and all other warranties pertaining to the Website, Platform, and Services, whether express, implied, or statutory including, without limitation, any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, timeliness, title, or non-infringement of third-party rights, to the fullest extent authorized by law. Project428 expressly does not warrant that: (a) the Website, Platform, and Services will meet your requirements and expectations; (b) operation of the Website, Platform, and Services will be uninterrupted, timely, secure, or error free; (c) defects or errors in the Website, Platform, and Services will be corrected; (d) the Website, Platform, and Services will be compatible with future products or services offered by Project428; and (e) any information or data stored or transmitted through the Website, Platform, or Services will not be lost, corrupted, or destroyed. You assume responsibility for selecting the Website, Platform, and Services to achieve your intended requirements and expectations, and for the results obtained from your use of the Website, Platform, and Services. You shall bear the entire risk as to the quality and the performance of the Website, Platform, and Services.
2. Damage Limitations. In no event will Project428 be liable to you for any direct, indirect, incidental, special, punitive or consequential damages whatsoever resulting from: (a) Your use or misuse of the Website, Platform, or Services; (b) personal injury or property damage of any kind resulting from your use of the Website, Platform, and Services, whether based on warranty, contract, tort, or other legal theory, and whether or not Project428 has been advised of the possibility of such damages; (c) conduct of any third party on the Website, Platform, and Services; (d) unauthorized access to data storage facilities or equipment owned, lease or used by Project428; (e) interruption, unavailability or errors associated with the Website, Platform, and Services; or (f) bugs, viruses, or similar code which may be transmitted to or through the Website, Platform, and Services. The foregoing limitations of liability apply to the fullest extent permitted by law.
Indemnity. You agree to indemnify, defend, and hold Project428 and Project428’s officers, directors, shareholders, managers, employees, licensors, licensees, affiliates, agents and contractors harmless from any and all third-party claims, damages, obligations, losses, violations, liabilities, costs or debt, and expenses, including but not limited to attorney’s fees and costs, arising from: (a) your violation of any third-party right, including, without limitation, any copyright, property, or privacy right; (b) any damage to a third party arising from your use of the Website, Platform, or any Service; (c) your violation of any term of these Terms, the CToU, or the Policy; or (d) your incorrect reporting of any information to any local, state, or federal agency or department. Your obligations under this section of the Terms survive these Terms and your use of the Website, Platform, or Services.
Changes to the Terms. Project428 may revise and update these Terms, CToU, and the Policy, from time-to-time in its sole discretion. All changes are effective immediately upon Project428’s posting, and apply to all access to and use of the Website, Platform, or Services thereafter. Your continued use of the Website, Platform, or any Service following the posting of revised Terms means that you accept and agree to changes to the Terms. You are expected to check these Terms, CToU, and the Policy frequently so you are aware of any changes, as they are binding on you.
General Terms.
1. Governing Law and Jurisdiction; Venue. All matters relating to the Website, Platform, or Services and any dispute or claim arising therefrom or related thereto, shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. You and the Project428 will conduct friendly negotiations to resolve any dispute arising from or out of these Terms, which may include mediation if requested by any party. Should mediation fail, Users irrevocably consent to resolve any dispute or conflict arising out of or relating to the Terms by binding arbitration in Seattle, Washington by one (1) arbitrator at JAMS ALTERNATIVE DISPUTE RESOLUTION, and in accordance with the AMERICAN ARBITRATION ASSOCIATION’S COMMERCIAL ARBITRATION RULES AND MEDIATION PROCEDURES. Any judgment resulting from such a proceeding will be enforceable in any applicable state or federal Court. The party substantially prevailing in any such proceeding will be entitled to recover all costs and expenses of such proceeding, including reasonable attorney’s fees and costs.
2. Assignment. These Terms will be binding on and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives. Except as otherwise provided herein, you shall not assign or transfer any right or obligation under this Terms without the prior written consent of Project428, and any attempted assignment without Project428’s prior written consent will be null and void. Project428 may transfer any rights or obligations under these Terms without Your prior consent, written or otherwise.
3. Relationship of the Parties. You and Project428 agree that no joint venture, partnership, employment, or agency relationship exists between you and Project428 as a result of these Terms or CToU, or your use of the Website, Platform, or Services.
4. Completeness and Severability. The Terms, CToU, and Policy constitutes the entire agreement between You and Project428 concerning your use of the Website, Platform, and Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, CToU, and Policy which remain in full force and effect.
5. Other Definitional Terms, Terms of Construction. The words hereof, herein and hereunder and words of similar import when used in these Terms refer to these Terms as a whole and not to any particular provision of these Terms. The words include, includes and including shall be deemed to be followed by the phrase without limitation. Unless the context in which used herein otherwise clearly requires, or has the inclusive meaning represented by the phrase and/or. All incorporations by reference of covenants, terms, definitions or other provisions from other agreements are incorporated into these Terms as if such provisions were fully set forth herein, and include all necessary definitions and related provisions from such other agreements. References to statutes, regulations, or laws, include any amendments, modifications, or replacements of such statutes, regulations, or laws.
6. Waivers. A waiver of any term of these Terms will not be a further or continuing waiver of such term or any other term of these Terms, and Project428’s failure to assert any right or provision under these Terms does not constitute a waiver of such right or provision.
7. Questions. Questions about these Terms, the Website, Platform, or Services should be sent to Project428 via e-mail to [email protected] or via mail to PROJECT428, ATTN: SERVICES QUESTIONS, at [email protected].