Terms and Conditions
Updated September 16th, 2020
SDF These Terms of Service (“Terms”) apply to your access to and use of the websites, mobile applications, social media accounts and other online products and services (collectively, the “Services”) provided by EdenLedger, Inc. (d/b/a FanVestor) , and Dalmore, Prime Trust/ Fund America, KoreConX, SMARSH, and other affiliates (collectively, “EdenLedger” or “we”). By using our Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 14. If you do not agree to these Terms, do not use our Services.
You must be at least 18 years of age to use our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us. In order to use the Services, you must first successfully provide the required identification information pursuant to our Bank Secrecy Act (“BSA”) and Anti-Money Laundering (“AML”) Compliance Program (collectively, our “BSA/AML Program”).
2 User Accounts and Account Security
Only persons that have opened an account (“Account”) and successfully completed our BSA/AML Program are considered EdenLedger customers (each, a “Customer”). If you register for an account, you must provide accurate account information and promptly update this information if it changes. You hereby authorize us, or a third-party service provider, to take any measures that we consider necessary to verify and authenticate your identity, confirm the accuracy of all information you submit to us, and to take any action we deem necessary based on the results. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account. Your account is for personal use only. You agree that you will not allow any persons to access or use your account credentials. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames. We may, at any time and in our sole discretion, restrict your access to, or otherwise impose conditions or restrictions upon your use of, the Services, with or without prior notice.
Customers may obtain digital credits (“Perks”) through the Services or other incentives. Each Perk is redeemable for goods and services with third-party brands and influencers. The terms of sale applicable to each Perks are available on the applicable Perk listing. When you purchase Perks through the Services, the processing and settlement of each purchase transaction is carried out by a third-party payment service provider (“Payment Service Partner”) under separate terms of service. The Payment Service Partner’s role is to accept and process credit card, debit card and other types of payments to enable you to purchase Perks. EdenLedger is not a party to the Payment Service Partner’s terms of service and is not liable to you in respect thereof. EdenLedger is not directly supported, endorsed, or certified by any such payment service processors, and EdenLedger and such Payment Service Partners make no warranties or claims about the other. EdenLedger provides each Customer with an individual User Account to maintain the Perks that they obtain through the Services. The User Account is hosted by EdenLedger that enables each Customer to store and track their Perks.
All Perks held in your User Account are custodial assets held by EdenLedger for your benefit. Title to Perks shall at all times remain with you and shall not transfer to EdenLedger. As the owner of Perks in your User Account, you shall bear all risk of loss of such Perks. None of the Perks in your User Account are the property of, or shall or may be loaned to, EdenLedger;
EdenLedger does not represent or treat assets in users accounts as belonging to EdenLedger. EdenLedger may not grant a security interest in the Perks held in your User Account. Except as required by a facially valid court order, or except as provided herein, EdenLedger will not sell, transfer, loan, hypothecate, or otherwise alienate Perks in your User Account unless instructed by you.
4 Prohibited Conduct and Content
(a) You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- Use or attempt to use another user’s account;
- Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
- Sell, resell or commercially use our Services;
- Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
- Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
- Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
- Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
- Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
- Develop or use any applications that interact with our Services without our prior written consent;
- Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
- Bypass or ignore instructions contained in our robots.txt file; or
- Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
(b) Enforcement of this Section 4 is solely at EdenLedger’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 4 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.
5 Ownership; Limited License
The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by EdenLedger or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
EdenLedger, FanVestor, FanPerks and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of EdenLedger and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about EdenLedger or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in EdenLedger’s sole discretion. You understand that EdenLedger may treat Feedback as nonconfidential.
8 Third-Party Content
We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. EdenLedger does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless EdenLedger and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “EdenLedger Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or
(e) your conduct in connection with the Services. You agree to promptly notify the EdenLedger Parties of any third-party Claims, cooperate with the EdenLedger Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorney’s fees). You also agree that the EdenLedger Parties will have control of the defense or settlement, at EdenLedger’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and EdenLedger or the other EdenLedger Parties.
10 Disclosures; Disclaimers
EdenLedger does not own or control certain aspects of the underlying software protocols that are used in connection with the Services. In general, those underlying protocols are open-source and anyone can use, copy, modify, and distribute them. EdenLedger is not responsible for operation of those underlying protocols, and EdenLedger makes no guarantee of their functionality, security, or availability. EdenLedger is not your broker, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using the Services. Neither our communications nor any information that we provide to you is intended as, or shall be considered or construed as, advice. EdenLedger is not registered or licensed by the Securities and Exchange Commission, the Commodity Futures Trading Commission, or any financial regulatory authority.
Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, EdenLedger does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While EdenLedger attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.
11 Limitation of Liability
(a) To the fullest extent permitted by applicable law, EdenLedger and the other EdenLedger Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if EdenLedger or the other EdenLedger Parties have been advised of the possibility of such damages.
(b) The total liability of EdenLedger and the other EdenLedger Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the fees paid by each individual Claimant in the preceeding six (6) month period (c) The limitations set forth in this Section 11 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of EdenLedger or the other EdenLedger Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by applicable law, you release EdenLedger and the other EdenLedger Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “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.”
13 Transfer and Processing Data
In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
14 Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with EdenLedger and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
(a) No Representative Actions. You and EdenLedger agree that any dispute arising out of or related to these Terms or our Services is personal to you and EdenLedger and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
(b) Arbitration of Disputes. Except for small claims disputes in which you or EdenLedger seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or EdenLedger seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and EdenLedger waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against EdenLedger you agree to first contact EdenLedger and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to EdenLedger by email at email@example.com.
The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and EdenLedger cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in [county, state] unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 14, a “consumer” means a person using the Services for personal, family or household purposes. You and EdenLedger agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
(c) You and EdenLedger agree that these Terms affect interstate commerce and that the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
(d) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, EdenLedger, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
(e) You and EdenLedger agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and EdenLedger will pay the remaining JAMS fees and costs. For any arbitration initiated by EdenLedger, EdenLedger will pay all JAMS fees and costs. You and EdenLedger agree that the state or federal courts of the State of California and the United States sitting in San Francisco, CA have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
(f) Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and EdenLedger will not have the right to assert the claim.
(g) You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 14 by emailing an opt-out notice to us at firstname.lastname@example.org. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with
(h) If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.
16 Governing Law and Venue
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Delaware, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of [state] or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in San Francisco, CA.
17 Modifying and Terminating our Services
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Service.
18 Additional Terms and Amendments
(a) We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
(b) We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
19 Our Commitment to Accessibility
EdenLedger is committed to making our website’s content accessible and user friendly to everyone. If you are having difficulty viewing or navigating the content on this website, or notice any content, feature, or functionality that you believe is not fully accessible to people with disabilities, please email our Customer Service team at email@example.com with “Disabled Access” in the subject line and provide a description of the specific feature you feel is not fully accessible or a suggestion for improvement. We take your feedback seriously and will issue you a response within five business days. We consider all feedback as we evaluate ways to accommodate all of our customers and our overall accessibility policies. Additionally, while we do not control such vendors, we strongly encourage vendors of third-party digital content to provide content that is accessible and user friendly.
21 Participation in Sweepstakes
EdenLedger Inc is a registered Outside Solicitor in the State of California, and operates FanPerks sweepstakes for the benefit of registered recipient charitable organizations. You must be 18 or older and a resident of the State of California to participate in any FanPerks sweepstakes offer. No purchase is necessary to participate in a FanPerks sweepstakes, and there will be an alternative free means of entry posted on each relevant sweepstakes listing. The start and end date of each FanPerks sweepstake promotion will be posted on each relevant sweepstakes listing.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
The failure of EdenLedger to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.
24 Terms & Conditions Pertaining to Products, Perks, Rewards & Experiences
Items You Purchase. You understand that FanVestor does not manufacture, store, or inspect any of the items sold through our Services. We provide the platform; the items in our marketplaces are produced, listed, and sold directly by independent sellers, so FanVestor cannot and does not make any warranties about their quality, safety, or even their legality. Any legal claim related to an item you purchase must be brought directly against the vendor of the item. You release FanVestor from any claims related to items sold through our Services, including for defective items, misrepresentations by vendors, or items that caused physical injury (like product liability claims).
Content You Access. You may come across materials that you find offensive or inappropriate while using our Platform. We make no representations concerning any content posted by users through the Platform. FanVestor is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Platform. You release us from all liability relating to that content.
People You Interact With. You can use the Services to interact with other individuals, either online or in person. However, you understand that we do not screen users of our Platform, and you release us from all liability relating to your interactions with other users. Please be careful and exercise caution and good judgment in all interactions with others, especially if you are meeting someone in person.
Perks, Rewards, Experiences and Promotions. You acknowledge that FanVestor does not make any warranties with respect to your eligibility for perks, rewards, experiences, or promotions from individual vendors and is not responsible for any experience, reward, perk, promotion or availability thereof offered on our Platform. By participating in a special offer or promotion, you agree that you may not later claim that the rules of that special offer or promotion were ambiguous. The redemption of each perk, reward, experience or promotion will be detailed in the offering page, including limitation on the redemption thereof, or the substitution of a prize of equal or greater value in the sole discretion of the vendor. Each experience is offered at the sole discretion of the vendor and said vendor may specify a timeframe or alternative prize should the experience be impossible, impractical, or unsafe to fulfill. You waive any and all claims against FanVestor pertaining to the availability or quality of any perk, reward, experience or promotion, and expressly agree that your claims are entirely against the individual vendor.