Terms of Use

Effective March 1, 2018

These Terms of Use (The “Terms of Use”) govern use of the websites and services (the “Services”) of PHIL, a Montana corporation, in addition to any supplemental terms applicable to any particular features, content and functionality of the Services, which such supplemental terms are incorporated by reference into the Terms of Use. By using the Services, Users agree to be bound by these Terms of Use, our Privacy Policy, all applicable laws and all conditions or policies referenced here (collectively, the “Terms”). PHIL may amend the Terms at any time by posting a revised version of the Terms on our Services. Access to or continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the revised Terms. For questions about the Product Marketplace, please visit these Additional Terms.

Definitions
In these Terms, we refer to those raising funds as “Nonprofit Organizations” and to their fundraising campaigns as “ASKs.” We refer to those contributing funds as “PHILrs” and to the funds they contribute as “Donations.” Nonprofit Organizations, PHILrs and other visitors to the Services are referred to collectively as “Users.”

PHIL is a Venue
PHIL is an online crowdfunding venue for people and entities seeking to raise funds for their own ASKs and to contribute to the ASKs of others. Nonprofit Organizations can offer gifts or rewards in the form of tangible items or intangible services (collectively, “Gifts”) to PHILrs. Gifts are not offered for sale. PHIL will make a good-faith effort to verify the legal nonprofit status of Nonprofit Organization accounts, but otherwise makes no representations about the quality, safety, morality or legality of any ASK, Gift or Donation or the truth or accuracy of User Content (as defined below) posted on the Services. PHIL does not represent that Nonprofit Organizations will deliver Gifts or that Donations will be used as described in the ASK. Users use the Services at their own risk. The Services do not include the offer or sale of securities (as such term is defined in the Securities Act of 1933), and PHIL is not a broker-dealer or a member of the Financial Industry Regulatory Authority.

Eligibility to Use the Services
Users under 18 years of age are not eligible to use the Services without consent. Users between the ages of 13 and 17, can use the Services with the consent and supervision of a parent or legal guardian who is at least 18 years old, provided such parent or legal guardian also agrees to be bound by the Terms and agrees to be responsible for such use of the Services. Users suspended from using the Services are not eligible to use the Services. PHIL reserves the right to refuse use of the Services to anyone and to reject, cancel, interrupt, remove or suspend any ASK, Donation, or the Services at any time for any reason without liability.

Prohibited ASKs
Nonprofit Organizations are not permitted to create an ASK to raise funds for illegal activities, to cause harm to people or property, or to scam others. Please respect that PHILrs expect Nonprofit ASKs to be be made in genuine and good-faith need with the intent to improve the local community. Users must comply with all applicable laws and regulations in connection with their ASKs, including offering Gifts and using Donations. Nonprofit Organizations shall not make any false or misleading statements in connection with their ASKs.

Nonprofit Organizations must not: (1) include threatening, abusive, harassing, defamatory, libelous, or profane content in any ASK, or content that is invasive of another’s privacy; (2) impersonate any person or entity, including any employee or representative of PHIL, or (3) infringe any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violate any law or contract.

Political campaigns, electoral campaigns, and campaigns run by PACs (Political Action Committees) are also prohibited on PHIL.

Prohibited Gifts and Offerings
Nonprofit Organizations are not permitted to offer or provide any of the following as a Gift or offer:

  • any form of “security” (as such term is defined in the Securities Act of 1933);
  • any form of financial incentive or participation in any profit sharing;
  • any form of digital assets, such as cryptocurrencies, that are being developed or offered by Nonprofit Organizations;
  • any alcoholic consumer products (vouchers or memberships offering physical delivery of alcoholic consumer products are permitted);
  • any controlled substance or drug paraphernalia;
  • any weapons, ammunition and related accessories;
  • any form of lottery or gambling;
  • any human remains, such as bones or skulls;
  • any form of air transportation; or
  • any items promoting hate, discrimination, personal injury, death, damage, or destruction to property; or any items (a) prohibited by applicable law to possess or distribute, (b) that would violate applicable law if distributed, or (c) that would result in infringement or violation of another person’s rights if distributed.

Community Guidelines
PHIL is not a place for hatred, abuse, discrimination, disrespect, profanity, meanness, harassment, or spam. Do not:

  • use the Services to promote violence, degradation, subjugation, discrimination or hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity;
  • post images or videos that are sexually explicit or post links to sites that contain sexually explicit material or show people or animals being hurt or degraded;
  • spam the comments sections or other Users with unsolicited or unauthorized offers of goods and services, advertising, promotional material, junk mail, spam or chain letters, or inappropriate messages;
  • engage in any activity that interferes with or disrupts the proper working of the Services or any activities conducted on the Services; or
    bypass any measures PHIL may use to prevent or restrict access to the Service;
  • run any form of auto-responder or “spam” on the Service;
  • Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; or
  • take any action that imposes, in PHIL’s sole discretion, an unreasonable load on PHIL’s infrastructure;
  • represent products created by others as your own creation, or act as a reseller of others’ products;
  • PHIL reserves the right to remove ASKs and terminate User Accounts for such activities.

Prohibited Visual Elements in ASK Images
Nonprofit Organizations are not permitted to do any of the following with ASK images:

  • incorporate PHIL colors and branding elements, including but not limited to logos, colored frames, borders or badges;
  • include any visual element that could be interpreted to have been produced by PHIL, including but not limited to banners, progress bars or funding stats;
  • include any visual element that communicates endorsement by PHIL.

Disputes between Nonprofit Organizations, Third Parties and PHILrs
Nonprofit Organizations are legally bound to perform on any promise and/or commitment to PHILrs (including delivering any Gifts). PHIL does not recognize any third party and/or agency affiliated with the ASK as an ASK Owner. If an ASK Owner is unable to fulfill any of its commitments to PHILrs (including delivery of any Gifts), the ASK Owner will work with the PHILrs to reach a mutually satisfactory resolution, which may include refunding Donations. Please note that if ASK funds have been disbursed to the ASK Owner, then it is the ASK Owner’s responsibility to issue refunds to PHILrs.

PHIL is under no obligation to become involved in disputes between Nonprofit Organizations and PHILrs, or Users and any third party. In addition, PHIL is under no obligation to become involved in disputes regarding the determination of the rightful ASK Owner, and will not be obligated to make any changes to ASK Owner accounts or transfer of ownership. In the event of any dispute, such as an ASK Owner’s alleged failure to comply with the Terms or alleged failure in fulfillment of a Gift, we may provide the ASK Owner’s contact information to the PHILr so that the two parties may resolve their dispute.

User Accounts
All information submitted in connection with a User account on the Services (each, a “User Account”) must be accurate and truthful. Users agree to notify PHIL immediately if their User Account has been used without authorization or there has been any other breach of security of the User Account. Each User also agrees to provide additional information PHIL may reasonably request and to answer truthfully and completely any questions PHIL might ask you in order to verify such User’s identity.

License to Users and Use of PHIL Trademarks
PHIL grants each User a limited, non-exclusive, non-transferable, revocable license to use the Services subject to such User’s eligibility and continued compliance with the Terms.

With the exception of User Content (defined in the User Content paragraph below), all content made available through the PHIL platform, such as, but not limited to, text, graphics, logos, button icons, images, audio clips, and software, is the property of PHIL or other Nonprofit Organizations and is protected by United States and international intellectual property laws.

The trademarks PHIL™ and PHIL the Need™ are owned by PHIL, Inc. Users are strictly prohibited from registering domain names, social media accounts, user names, handles, trademarks, copyrights, apps, trade names, or corporate names that incorporate any of PHIL’s trademarks or are confusingly similar to any of PHIL’s trademarks.

Nonprofit Organizations
Nonprofit Organizations are permitted to offer Gifts to PHILrs. Nonprofit Organizations are legally bound to perform on any promise and/or commitment to PHILrs (including delivering any Gifts).

Nonprofit Organizations will respond promptly and truthfully to all questions posed to them by PHIL or any PHILr. Nonprofit Organizations will provide substantive and quality updates at least once a month to their PHILrs. Failure to do so may result in punitive actions taken on the ASK. If any ASK Owner is unable to fulfill any of its commitments to PHILrs (including delivering any Gifts), the ASK Owner will work with the PHILrs to reach a mutually satisfactory resolution, which may include refunding their Donations.

Nonprofit Organizations may not create multiple ASKs without proof of meeting fulfillment obligations from the original ASK. Failure to adequately fulfill ASK obligations may result in PHIL removing the ASK(s) from PHIL, and seeking reimbursement of ASK funds raised, including by using third-party collections services. Only the ASK Owner shall be permitted to collect ASK funds. PHIL will not be required to disburse ASK funds to any third parties.

Nonprofit Organizations will comply with all applicable laws and regulations in the use of Donations and delivery of Gifts. Nonprofit Organizations are responsible for collecting and remitting any taxes on Donations, and any taxes due in connection with Gifts. Nonprofit Organizations may not use a false email address to self-fund, or contribute to, their own ASKs; this is a violation of Stripe policies and of our Terms of Use.

PHIL may attempt to verify the identity and other information provided to us by Nonprofit Organizations, and we may delay, withhold, reverse or refund any Donations or other amounts without notice or liability in the event we are unable to verify any such information to our satisfaction. ASK Owner eligibility is subject to PHIL’s review of the fulfillment status of prior ASK obligations. PHIL reserves the right to prohibit or remove an ASK if the ASK Owner is delayed by three months or more in fulfilling a prior ASK commitments on PHIL or another platform.

You acknowledge that as an ASK Owner, if you do not act in accordance with PHIL’s Terms, PHIL may obtain reimbursement of any amounts owed by an ASK Owner to PHIL by holding funds from your ASK, or from the connected Stripe or bank account associated with your ASK, or by seeking reimbursement from the ASK Owner by any other lawful means, including by using third-party collections services.

Confidentiality and Privacy & Data Security.
“Confidential Information”shall include (i) all documents and verbal communications which relate to the products or businesses of either party and which (A) are disclosed by disclosing party to the receiving party, and (B) are confidential and proprietary to a party, (ii) the contents of this Agreement including, but not limited to, a description of the Services, (iii) the fees payable to PHIL hereunder, (iv) PHILr personal information.

Each party agrees not to disclose such Confidential Information to others (except its employees and subcontractors who reasonably require same for the purposes hereof and who are bound by a like obligation as to confidentiality) or to use it for purposes other than internally as necessary to perform its obligations under this Agreement, without the other party’s express written permission, except when Confidential Information received from PHIL (i) can be demonstrated by written records to be known to ASK Owner at the time of receipt without restriction, (ii) was subsequently otherwise legally acquired by ASK Owner from a third Party having an independent right to disclose the information without restriction, (iii) is now or later becomes publicly known without breach of this Agreement, Statement of Work, or any other agreement, (iv) is required to be disclosed by order of a court, administrative agency, or other governmental body provided that ASK Owner has given reasonable advance notice to allow PHIL the opportunity to seek a protective order or otherwise prevent or limit such disclosure or (v) is or has been independently developed by employees of ASK Owner without reference to the Confidential Information, and such development can be substantiated in writing. ASK Owner’s obligations of confidentiality and non-use shall be in force during the term of the Agreement or any applicable Statement of Work and any extension thereof and shall extend for a period of three (3) years from the expiration or termination of the Agreement.

Privacy
PHIL shall provide to ASK Owner the name and email address of contributors to the ASK (“PHILr Information”) and ASK Owner shall have the right to use such PHILr Information only for the purposes of: (1) fulfilling Gifts (as defined in the PHIL’s Privacy Policy and (2) to contact PHILrs to request information and feedback on the ASK. ASK Owner shall take reasonable organizational, technical and administrative means to protect PHILr Information, including compliance with international, federal, state and local privacy laws.

Data Security
In accordance with best industry practices and standards, ASK Owner will ensure the following:

  1. Install and maintain industry-standard security measures for ASK Owner’s computer systems;
  2. Implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect all Confidential Information and personally identifiable information obtained hereunder from unauthorized access, destruction, use, modification or disclosure.

PHILrs
PHILrs are solely responsible for asking questions and investigating Nonprofit Organizations and ASKs to the extent they feel is necessary before making a Donation. All Donations are made voluntarily and at the sole discretion and risk of the PHILr. PHIL does not guarantee that Donations will be used as promised, that Nonprofit Organizations will deliver Gifts, or that the ASK will achieve its goals. PHIL does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any ASK, Gift or Donation, or the truth or accuracy of User Content posted on the Services. PHILrs are solely responsible for determining how to treat their Donations and receipt of any Gifts for tax purposes. If a Donation is returned to a PHILr, the associated Gifts, if any, shall be canceled.

Service Fees
Setting up an account on the Services is free. We do not charge our Service fees to PHILrs. Unless otherwise expressly indicated on the Services, we do charge our Service fees to Nonprofit Organizations as a portion of the Donations they raise (the “Service Fees”). By using the Services Users agree to our Service Fees listed here https://www.philtheneed.com/how-it-works/. Changes to Service Fees are effective after we post notice of the changes on the Services. Updated Service Fees are applied to ASKs launched after the notice is posted.

Refunds
Funds are transferred immediately to the Nonprofit Organization. PHILrs should contact the ASK Owner directly regarding refunds.

User Content
While using the Services, Users may post photos, videos, text, graphics, logos artwork and other audio or visual materials (collectively, “User Content”). Users grant PHIL a perpetual, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works, and distribute User Content of any User on or in connection with the Services and our related marketing and promotional activities. As between Users and PHIL, Users continue to hold all ownership interest in their User Content. Each User represents and warrants that its User Content and our use of such User Content will not infringe any third party’s intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these Terms or applicable law.

Promotions
Nonprofit Organizations may not offer any contest, competition, giveaway, sweepstakes or similar activity (each, a “Promotion”) on the Services without PHIL’s prior written permission (which may be granted or withheld by PHIL in its sole and absolute discretion). Nonprofit Organizations may request permission from PHIL by sending an email to admin@philtheneed.com. Subject to and upon any such permission, each ASK Owner offering any Promotion further acknowledges and agrees that: (a) such ASK Owner shall be solely responsible for all facets of each such Promotion; (b) such Promotion does not require any Donation or other payment of any amount as the sole method of entry into such Promotion; and (c) the official rules for such Promotion shall include clear and conspicuous language to the effect that: (i) PHIL does not sponsor, endorse or administer the Promotion; (ii) each participant or entrant in the Promotion releases PHIL from any and all liability; and (iii) all questions concerning the Promotion must be directed to the ASK Owner and not to PHIL.

Third-Party Websites, Advertisers or Services
The Services may contain links to third-party websites, advertisers, or services that are not owned or controlled by PHIL. Access to or use of third-party sites or services are at each User’s own risk. Except as otherwise expressly provided herein, PHIL is not responsible for any loss or damage of any sort relating to User dealings with these third-party sites or services. We encourage Users to be aware of when they leave the Services, and to read the terms and conditions and privacy policy of any third-party website or service that they visit.

Payment Services
ASKer Owners that accept PayPal and PHILrs that use PayPal in connection with an ASK acknowledge and agree to comply with PayPal’s Crowdfunding and Acceptable Use Policies. Credit card payment processing services for Nonprofit Organizations on PHIL are provided by Stripe, Inc. (“Stripe”) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By continuing to operate as an ASK Owner on PHIL, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition to PHIL enabling credit card payment processing services through Stripe, you agree to provide PHIL accurate and complete information about you and your business, and you authorize PHIL to share any such information with Stripe, as well as transaction information related to your use of the payment processing services provided by Stripe. In all cases, standard credit card or other third party processing fees apply in addition to any Service Fees. We are not responsible for the performance of any third party credit card processing or third party payment services.

Chargebacks
If a chargeback is filed for a donation to an ASK on PHIL, the cardholder’s financial institution will contact the payment processor for the transaction. The payment processor will then notify the Nonprofit of the chargeback.

Recovering Funds
By using our Services, you acknowledge that PHIL reserves the right to attempt to recover or hold funds from your ASK, or the connected Stripe or bank account associated with your ASK, for reasons including but not limited to: refunds, lost chargebacks, an ASK Owner does not act in accordance with PHIL’s Terms, or other situations resulting in negative balances.

We may obtain reimbursement of any amounts owed by an ASK Owner to PHIL by holding funds from your ASK, or the connected Stripe or bank account associated with your ASK, or seeking reimbursement from the ASK Owner by any other lawful means, including by using third-party collections agencies. You authorize us to use any or all of the foregoing methods to seek reimbursement.

Indemnity
Each User agrees to defend, indemnify and hold harmless PHIL, its subsidiaries and affiliated companies, and their officers, directors, employees, contractors and agents from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys’ fees and costs) and all amounts paid in settlement arising from or relating to use of the Services, breach of these Terms or violation of any laws. PHIL may assume the exclusive defense and control of any matter for which Users have agreed to indemnify PHIL and each User agrees to assist and cooperate with PHIL in the defense or settlement of any such matters.

No Warranty
PHIL has no fiduciary duty to any User. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR COURSE OF PERFORMANCE. USE OF THE SERVICES IS AT USER’S OWN RISK.

Waiver and Release
For Users in a jurisdiction that requires a specific statement regarding waiver and release then the following applies. For example, Montana residents must, as a condition of this Agreement, waive the applicability of Montana Civil Code Section 1542 for unknown claims which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each User hereby waives this section of the Montana Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.

Limitation of Liability
PHIL (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR LICENSORS) IS NOT LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR, IN ANY EVENT, FOR DAMAGES EXCEEDING THE LESSER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE FEES PAID TO PHIL FOR THE TRANSACTION FROM WHICH THE CAUSE OF ACTION AROSE. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PHIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

For jurisdictions that do not allow PHIL to limit its liability: Notwithstanding any provision of the Terms, for Users in a jurisdiction that has provisions specific to waiver or liability that conflict with the foregoing, then PHIL’s liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, PHIL does not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation or intentional misconduct; or (c) any liability which it is not lawful to exclude either now or in the future.

Assignment
The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by any User, but may be assigned by PHIL without restriction or consent.

Termination; Survival
Termination may result in the forfeiture and destruction of all information associated with any User Account. Users may terminate their User Account by following the instructions on the Services, but PHIL may retain the User Account information after termination in accordance with regulatory, accounting, and legal compliance procedures. All provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Governing Law
Users agree that: (a) the Services shall be deemed solely based in Montana(the principal place of business and corporate headquarters of PHIL); and (b) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over PHIL, either specific or general, in jurisdictions other than Montana. This Agreement shall be governed by the laws of the State of Montana, without respect to its conflict of laws principles.

Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and PHIL agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. For purposes of this arbitration provision, references to you and PHIL also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Platform.

This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all disputes with PHIL as follows:

Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the PHIL support department support@indiegogo.com and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including formation of the Terms or Privacy Policy, performance, and breach), the parties’ relationship with each other, and/or your use of the Platform shall be finally settled by binding arbitration administered by AAA in accordance with the AAA Consumer Arbitration Rules in effect at the time the arbitration is initiated. The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To commence an arbitration, you must: (a) submit a Demand for Arbitration and filing fees in accordance with the AAA Consumer Arbitration Rules and (b) send one copy of the Demand for Arbitration to PHIL at PO Box 189, Shepherd, MT 59079, ATTN: Legal Department.

Fees. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, PHIL will pay the additional cost of the filing fee. If the arbitrator finds the arbitration to be non-frivolous, PHIL will pay the fees invoiced by AAA, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

Venue. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the State of Montana, United States of America, and you and PHIL agree to submit to the personal jurisdiction of any federal or state court in Yellowstone County, Montana in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of Yellowstone, or Montana.

CLASS ACTION WAIVER: ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, REPRESENTATIVE ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST PHIL.

Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on PHIL) written notice of your decision to opt out to opt-out@indiegogo.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of the Platform; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, PHIL also will not be bound by them.

Changes to This Section: PHIL will provide thirty (30) days’ notice of any changes to this section by posting on the PHIL Terms of Use website, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the PHIL Terms of Use website or sent to you..

Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day.

Enforceability. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).

Survival: This Arbitration and Class Action Waiver section shall survive any termination of your Account or the Platform.

Disclaimers
Nonprofit Organizations and other Users should be aware that many states impose charitable fund solicitation laws to guide direct or indirect fund solicitation activities in those states. While provisions vary state to state, these state laws typically include registration and reporting requirements. PHIL merely provides a technology platform to allow Nonprofit Organizations to connect with PHILrs. Users who access or use the Services do so at their own volition and are entirely responsible for compliance with applicable law.

English Language
In the event of a conflict between these the English language version of the Terms and any foreign language translation versions thereof, the English language version of the Terms shall govern and control. All disputes, claims and causes of action (and related proceedings) will be communicated in English. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the U.S.

Cooperation with Authorities and Police Enforcement
We will cooperate with law enforcement authorities as required by law. We will cooperate with law enforcement agencies in any investigation of alleged illegal activity regarding the use of the Services when requested.

Notification Procedures
Users agree PHIL may provide notifications to such User via email, written or hard copy notice, or through conspicuous posting of such notice on our website. Users may opt out of certain means of notification or to receive certain notifications.

Unsolicited Idea Submissions
We are always pleased to hear from our Users, and welcome their comments or suggestions. However, products, services, and features developed by PHIL or its Users might be similar or even identical to a submission received by PHIL or its Users. When we refer to a “submission” in this paragraph, we mean: any submission, comment, or suggestion (including, but not limited to, ideas, products, or services and suggested changes) made either on the PHIL platform or to PHIL about an existing product or service on, or a feature of, or a proposed addition to, the PHIL platform.

With regard to User submissions:

  1. all such submissions are non-confidential and non-proprietary and will be treated as non-confidential and non-proprietary;
  2. PHIL and its Users will have no express or implied obligation or liability of any kind concerning the submissions, including, for example, any use or disclosure of the submissions; and,
  3. PHIL and its Users are entitled to unrestricted use or disclosure of the submissions for any purpose whatsoever, all without compensation to the User that submitted the submission.

Entire Agreement/Severability
These Terms are the entire agreement between each User and PHIL regarding its subject matter. If any provision of these Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. PHIL’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Changes to Terms
PHIL may alter the Terms at any time, so please review them frequently. If a material change is made, PHIL may notify Users in the Services, by email, by means of a notice on the Services, or other places we think appropriate. A “material change” will be determined at PHIL’s sole discretion, in good faith, and using common sense and reasonable judgment.

DMCA Complaints
If any User believes that its copyrighted work has been copied in a way that constitutes copyright infringement under the Digital Millennium Copyright Act of 1998 (the “DMCA”) or that any User Content infringes such User’s intellectual property rights and is accessible the Services, please notify PHIL’s Legal Department at admin@philtheneed.com. “Infringement” means the unauthorized or not permitted use of copyrighted material or other intellectual property rights. For such complaint to be valid, the User (the “Complainant”) must provide the following information in writing (the “Notice of Infringement”):

  • a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website.
  • identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit PHIL to locate the material.
  • information reasonably sufficient to permit PHIL to contact the Complainant, such as an address, telephone number, and, if available, an electronic mail address at which the Complainant may be contacted.
  • a statement that the Complainant has a good faith belief that use of the material in the manner complained of is not authorized by the Complainant, its agent, or the law.
  • a statement that the information in the notification is accurate, and under penalty of perjury, that the Complainant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The above information must be submitted to PHIL by mail and email to the following addresses:

PHIL, Inc.
Attention: DMCA agent
PO Box 189
Shepherd, MT 59079
Telephone: 406-670-5143
Email: admin@philtheneed.com

If any User (the “Respondent”) believes that its material has been removed or disabled by mistake or misidentification, such Respondent may file a written counter-notice (the “Counter Notice”) with the DMCA Agent, including the following information within five business days from receipt of the Notice of Infringement:

  • a physical or electronic signature of the Respondent;
  • identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • a statement made under penalty of perjury that the Respondent has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
  • the name, address, and telephone number of the Respondent, and a statement that the Respondent consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the Respondent’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the Respondent will accept service of process from the Complainant or an agent of the Complainant.

Upon receipt of the Counter-Notice by the DMCA Agent, a copy of the Counter-Notice may be sent to the Complainant informing the Complainant that PHIL, at its discretion, may replace the removed material or cease disabling it in not less than ten, nor more than 14, business days following receipt of the Counter-Notice, unless the DMCA Agent receives written notice from the Complainant that the Complainant has filed an action seeking a court order to restrain the Respondent from engaging in infringing activity relating to the unauthorized use of the material on the Service.

PHIL WILL TAKE NO ACTION UPON ANY FAILURE TO PROVIDE THE INFORMATION OR OTHERWISE FOLLOW THE PROCESS OUTLINED ABOVE.

In accordance with the DMCA and other applicable laws, PHIL has adopted a policy of terminating, in appropriate circumstances and at PHIL’s sole discretion, repeat infringers.

Contact
PHIL, Inc.
PO Box 189
Shepherd, MT 59079
admin@philtheneed.com