IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU AND KERNLS, INC., (HEREINAFTER, “KERNLS” OR “WE” OR “OUR” OR “US”), THE OWNER OF THE HOSTED PLATFORM LOCATED AT WWW.KERNLS.COM. (HEREINAFTER, THE “PLATFORM”). BEFORE ACCESSING OR USING ANY PART OF THE PLATFORM, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF SERVICE AGREEMENT (THE “TERMS OF SERVICE”), BECAUSE YOUR ACCESS TO AND USE OF THE PLATFORM ARE SUBJECT TO THESE TERMS OF SERVICE, AS WELL AS TO ALL APPLICABLE LAWS AND REGULATIONS. KERNLS IS WILLING TO LICENSE AND ALLOW YOUR USE OF THE PLATFORM ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE PLATFORM. THESE TERMS OF SERVICE MAY BE CHANGED OR UPDATED BY KERNLS FROM TIME TO TIME WITHOUT ADVANCE NOTICE BY POSTING HERE AND YOU WILL BE BOUND BY ANY SUCH CHANGED OR UPDATED TERMS OF SERVICE IF YOU CONTINUE TO USE THE PLATFORM AFTER SUCH CHANGES ARE POSTED. THE DATE THESE TERMS OF SERVICE WERE LAST UPDATED IS STATED AT THE END OF THIS DOCUMENT. YOU ARE ENCOURAGED TO REVIEW THESE TERMS OF SERVICE PERIODICALLY FOR UPDATES AND CHANGES.
Kernls has created a technology platform that allows nonprofit organizations - and their programs, projects and initiatives (the “Project(s))” - to connect with individuals who want to support such Projects. The Platform provides all of the tools and technology necessary for charitable organizations to present their Projects, and for users of the Platform to make donations.
You can visit the Platform and access some of the features and functionality without having to register. However, registration is required if you want to access some additional functionality and features. If you choose to register and create an account, you will be asked to provide some personally identifiable information, including your name and email address. You will also be asked to create a username and password. The username and password that you provide are your credentials (“Credentials”), and you will use these Credentials in order for the Platform to authenticate you as a registered user of Kernls. You may not have more than one active set of Credentials. Additionally, you are prohibited from selling, sharing or otherwise transferring your Credentials to another party. You also agree to provide true, accurate, current and complete information about yourself as prompted during the registration process. If you provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Kernls has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof). If you use the Platform, you are responsible for maintaining the confidentiality of your Credentials. You agree to accept responsibility for all activities that occur under your account. You agree to notify us immediately - by emailing us at email@example.com - of any unauthorized use of your account or any other breach of security. Kernls reserves the right to block, suspend or revoke your username and account at any time, in our sole discretion.
The Kernls Platform is intended solely for users who are 18 years of age or older, and any registration by, use of or access to the Platform by anyone under 18 is unauthorized. Additionally, you have to be 18 years of age or older to bid on an Item.
If you are 13 or older but under the age of 18, you can only access this Platform and make a donation with your parent or guardians permission and active supervision. If you are a parent or guardian of a child between the ages of 13 and 18, before giving your permission for them to access this Platform you should review these Terms of Service, and by allowing your child to access this Platform you hereby agree that both you and your child shall be bound by them.
Finally, if you reside in a jurisdiction that would restrict the use of our Platform - or any of the functionalities or features offered via the Platform - because of age, or restricts the ability to enter into contracts such as this one due to age, you must abide by such age limits and you must not use the Platform if you are not permitted to do so by such local jurisdiction and by these Terms of Service.
Kernls engaged the services of Stripe, Inc. to process all donations, including managing the routing of applicable customer information through the credit card networks. We are not affiliated with Stripe, and we are not responsible in any way for the actions or performance (or lack thereof) of any of these providers. Accordingly, Kernls expressly disclaims responsibility and liability for all services provided by Stripe, including those related to donation/payment transactions, and you hereby agree that Kernls shall not be responsible for any loss or damage of any sort incurred as a result of such services. Please also note that Stipe will have access to the information you provide to them when making a payment transaction, and the use of such information will be governed by the privacy practices and policies of such providers. You hereby acknowledge and agree that, for all donations, (1) you will not use an invalid or unauthorized credit or debit card or other payment method; (2) all donations are final and non-refundable. If you have any questions regarding any payment transaction, please contact us at firstname.lastname@example.org.
Please note that there are fees associated with your donation. As our fee structure is still in consideration, you may be presented with one of the following fee options on any given Project:
Please note that in regard to disbursing donations pledged and processed via our Platform, Stripe will disburse your donation approximately 1-3 business days following Stripe’s processing of donations/payment transactions, and so long as the designated Project you are supporting continues to qualify as an eligible recipient of donations. Stripe will send to your Project(s) an amount equal to the total donation(s) received for the designated Project(s) less the Kernls Fee and third-party payment processing fees delineated above. The charge to your credit/debit card statement will show the vendor descriptor as Kernls, and your donation receipt will show that your donation was made to the applicable foundation.
Certain trademarks are the service marks and trademarks of Kernls or one of its affiliates/partners, including the nonprofits utilizing our Platform. All page headers, custom graphics, and button icons are service marks, trademarks, logos, and/or trade dress of Kernls or one of its affiliates/partners. All other trademarks, service marks, trade dress, product names, company names or logos, whether registered or not, on the Platform are the property of their respective owners. In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or other logos from this Platform without the prior written authorization of Kernls or their respective owners.Copyright
Except as otherwise expressly stated, all content appearing on this Platform is the copyrighted work of either Kernls or its third party content suppliers or authorized users, and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all content is also the exclusive property of Kernls, and is protected by U.S., and international copyright laws. Except as otherwise expressly stated herein or as expressly permitted, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or content obtained from this Platform, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of Kernls, or any applicable third-party suppliers or authorized users. The use of content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by Kernls. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. Kernls does not warrant nor represent that your use of any content or materials displayed on the Platform will not infringe rights of third parties.
The Kernls Platform is provided by Kernls, and these Terms of Service provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to access the Platform solely for your own personal use. Your use the Platform and any services, materials or information made available through the Platform is conditioned on your continued compliance with the terms and conditions of these Terms of Service. Accordingly, you expressly acknowledge and agree that Kernls transfers no ownership or intellectual property interest or title in and to the Kernls Platform.
The Platform provides you with the ability to support various nonprofit Projects. Be advised that the provision of our technology Platform to allow nonprofit organizations to connect with you and other end users who want to support their Projects does not constitute a solicitation of donations by Kernls; Kernls does not engage in any solicitation activities on behalf of any of the charitable organizations benefiting from donations occurring on the Platform. Additionally, in regard to any nonprofit organizations that may be a beneficiary of transactions occurring on the Platform, please note that Kernls makes no warranty or guarantee about any of the nonprofit organizations, or the accuracy, completeness, or adequacy of the information provided by the organizations to display on the Platform, or the use of any of the funds distributed to any of the organizations. You understand and acknowledge that while we ask that the nonprofit organizations who utilize our Platform allocate the donations as indicated by our users, the use of your donation(s) for any particular Project is ultimately at the sole discretion of the nonprofit organization who manages the Project, and in some cases your donation(s) may be redirected to another Project or cause. Any display, utilization or promotion of a Project is not, and should not be seen, as an endorsement or qualification. The sole and complete responsibility to assess, review, and verify the suitability of any charitable organization receiving payment from a transaction with which you will be involved rests entirely with you.
You hereby agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Kernls Platform. In addition, you also acknowledge and agree that use of the Internet and access to or transmissions or communications with the Kernls Platform is solely at your own risk. While Kernls has endeavored to create a secure and reliable Platform, you should understand that the confidentiality of any communication or material transmitted to/from the Kernls Platform over the Internet or other form of global communication network cannot be guaranteed. Accordingly, Kernls is not responsible for the security of any information transmitted to or from the Platform.
In addition to any other restrictions or conditions of use, you hereby acknowledge, and represent and warrant, that you will not use the Platform, to:
Kernls will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. You acknowledge that Kernls has no obligation to monitor your access to or use of the Platform, but has the right to do so for the purpose of operating the Platform and providing the Services, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
Kernls has the right, but not the obligation, to monitor any activity and content associated with the Platform. We may investigate any reported violations of the Platforms policies or complaints and take any action that we deem appropriate. Kernls reserves the right, at any time and without prior notice, to suspend or terminate your account, or restrict, disable or permanently bar your use and access to the Platform (or any portion thereof) if we believe, in our sole discretion, that you have engaged, or may engage, in any activities that violate these Terms of Service, or for any other reason or for no reason.
WHILE KERNLS ENDEAVORS TO PROVIDE A RELIABLE AND FUNCTIONAL PLATFORM, THE PLATFORM - AND ALL INFORMATION ASSOCIATED WITH THE PLATFORM - ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE PLATFORM. KERNLS EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, SATISFACTORY QUALITY, QUIET ENJOYMENT AND ACCURACY, OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. KERNLS ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE PLATFORM WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE PLATFORM WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
UNDER NO CIRCUMSTANCES SHALL KERNLS (AND ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, DEVELOPERS) BE LIABLE FOR (i) ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, BUSINESS OR PROFITS THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PLATFORM OR ANY OF THE SERVICES, OR (ii) ANY MISUSE OR UNAUTHORIZED USE OF YOUR ACCOUNT DUE TO, OR RELATED TO, YOUR ACT OR OMISSION, OR (iii) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY KERNLS OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE PLATFORM, OR (iv) ANY ERRORS OR OMISSIONS IN THE PLATFORM’S OPERATION, OR ANY DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR ANY OTHER ACTION. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. BY USING THIS PLATFORM, YOU EXPRESSLY AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN; IF YOU DO NOT AGREE TO THIS ALLOCATION OF RISK, YOU MUST NOT USE THE PLATFORM.
You agree to defend, indemnify, and hold harmless Kernls and affiliates and all of their respective employees, funders, parents, subsidiaries, joint ventures, affiliates, agents, developers, directors, officers and attorneys from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses) relating to or arising from i) any breach or alleged breach by you of this Terms of Service, or ii) any act or omission related to your use of the Platform.
This Terms of Service has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of New York, as applied to agreements entered into and completely performed in the State of New York. You and Kernls each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue to the federal and state courts located in New York County, New York.
In our sole discretion, any disputes or claims under this Terms of Service or its breach may be submitted to and resolved exclusively by arbitration conducted in accordance with American Arbitration Association rules. One arbitrator appointed under such rules shall conduct arbitration. Any such arbitration shall be in New York, New York, and the laws of New York shall be applied. Any decision in arbitration shall be final and binding upon the parties. Judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding the above, Kernls may sue in any court for infringement of its proprietary or intellectual property rights. All claims you bring against Kernls must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Any claim or cause of action arising out of or related to use of the Platform and/or any of the services, or the Terms of Service, must be filed within one (1) year after such claim or cause of action arose regardless of any status or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such claim or cause of action shall be barred. Any failure to act by Kernls with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
This Terms of Service and your right to use the Kernls Platform will take effect at the moment you access the Kernls Platform, and is effective, binding and enforceable for as long as use the Platform. In addition, Kernls reserves all of its legal rights to pursue any and all legal remedies if we believe you are using the Platform for fraudulent or unlawful activity or you are taking any actions or omissions that violate any term or condition of this Terms of Service, or in order to protect its name and goodwill, its business, and/or other users. Additionally, Kernls reserves the right to terminate your use of the Platform at anytime, for any reason or for no reason. Termination will be effective without notice. You may also terminate this Terms of Service at any time by ceasing to use the Platform and all of its related features and, if you have registered with the Platform, by emailing us at email@example.com requesting that we delete your account information.
Kernls respects the intellectual property rights of others. If you believe that your work has been used on the Platform in any manner that constitutes infringement, please notify us at firstname.lastname@example.org.
YOU AND KERNLS AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR KERNLS WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR KERNLS ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND KERNLS FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, KERNLS, AND ALL PARTIES TO ANY SUCH PROCEEDING.
Kernls reserves the right to change, alter, replace or otherwise modify these Terms of Service at any time. The date of last modification is stated at the end of these Terms of Service. It is your responsibility to check this page from time to time for updates, and you hereby acknowledge and agree that you will be bound by the then current posted Terms of Service.
This Terms of Service constitutes the entire agreement between you and Kernls and governs your use of the Platform, superseding any prior agreements between you and Kernls. You will not assign the Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Kernls. Any purported assignment or delegation by you without the appropriate prior written consent of Kernls will be null and void. We may assign these Terms of Service or any rights hereunder without your consent. Failure by Kernls to insist on strict performance of any of the terms and conditions of this Terms of Service will not operate as a waiver by Kernls of that or any subsequent default or failure of performance. The Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Kernls to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Platform or any portion of the Platform, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the service or other features that the Platform provides. If any provision (or part thereof) contained in this Terms of Service is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and Kernls as result of this Terms of Service or your utilization of the Kernls Platform. All provisions that are intended to survive termination of our relationship with you will so survive, including all provisions relating to intellectual property, confidentiality, disputes, representations/warranties, indemnities, and limitations of liability. Headings herein are for convenience only.
Terms of Service: last updated November 1, 2020.