3A. PLATFORM PURPOSE

Cauzoom.com ("Cauzoom") is a venue for marketing and commerce. Cauzoom allows certain users ("Causes") to list their organizations, accumulate followers, and accept funds from other users ("Shoppers"), and allows Shoppers to purchase products and services ("Offers") from organizations ("Sellers") and convey funds to Causes. Cauzoom charges fees for use of its platform and is not acting as an agent or commercial co-venturer with regard to any Seller or Cause.

Company shall not be liable for your interactions with any organizations and/or individuals found on or through the Cauzoom service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with listings on Cauzoom. Company does not oversee the performance or punctuality of projects, campaigns, or the use of funds received by Causes. Company is not responsible for any damage or loss incurred as a result of any such dealings. All dealings are solely between you and such organizations and/or individuals. Company is under no obligation to become involved in disputes between Shoppers and Causes, Shoppers and Sellers, or between site members and any third party. In the event of a dispute, you release Company, its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and our service.

Though Company cannot be held liable for the actions of a Cause or a Seller, Causes and Sellers are nevertheless wholly responsible for fulfilling obligations both implied and stated in any listing or offer they create. Company reserves the right to cancel any project, campaign, offer, or other listing and refund all associated members' payments at any time for any reason. Company reserves the right to remove a project, campaign, offer, or other listing from public view for any reason.

Company makes no guarantees regarding the performance or fairness of PayPal or any other service used to process financial transactions through the Site. Additionally, because of occasional failures of some credit cards, Company cannot guarantee the full receipt of the amount specified by a User. Causes may initiate refunds at their own discretion. Company is not responsible for issuing refunds for funds that have been received by Causes.

3B. REGISTRATION

You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you may be required to register with Company and select a password and screen name ("Username"). You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Company account. You shall not (i) select or use as a Username or domain a name of another person with the intent to impersonate that person; (ii) use as a Username or domain a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a Username or domain a name that is otherwise offensive, vulgar or obscene. Company reserves the right to refuse registration of, or cancel a Username in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password. You shall never use another user's account without such other user's express permission. You will immediately notify Company in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

3C. INTELLECTUAL PROPERTY RIGHTS - USERS

The Service may provide users with the ability to add, create, upload, submit, distribute, collect, or post ("Submitting" or "Submission") content, videos, audio clips, written comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the "User Submissions"). By Submitting User Submissions on the Site or otherwise through the Service, you:

1. acknowledge that by Submitting any User Submission to the Site, you are publishing that User Submission, and that you may be identified publicly by your Username in association with any such User Submission;
2. by Submitting any User Submissions through the Site or the Service, you hereby do and shall grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Site, the Service and Company's (and its successors and assigns') business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Site and/or the Service a non-exclusive license to access your User Submissions through the Site and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use. For clarity, the foregoing license grant to Company does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
3. represent and warrant, and can demonstrate to Company's full satisfaction upon request that you (i) own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by these Terms of Use and to grant the license rights set forth above, (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual's identifying or personal information as contemplated by these Terms of Use; and (iv) you are authorized to grant all of the aforementioned rights to the User Submissions to Company and all users of the Service;
4. you agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Service;
5. that the use or other exploitation of such User Submissions by Company and use or other exploitation by users of the Site and Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and
6. understand that Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content; and that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.

Company does not endorse and has no control over any User Submission. Company cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

While Company makes reasonable efforts to ascertain their validity, Company makes no representations or warranties about the legitimacy or accuracy of the project, campaign, or other listing outlined on its site, nor does it guarantee in any way a project's outcome or the use of funds by the Cause. As a service provider, Company does not take a direct role in the activities performed by the Causes and has no responsibility for their actions. By agreeing to contribute to a Cause in any way, you agree to hold Company harmless for the ultimate outcome of the project, campaign, or other listing in question and will direct any questions to the Causes and not Company.

While Company makes reasonable efforts to ascertain their validity, Company makes no representations or warranties about the legitimacy or accuracy of any Offer on its site, nor does it guarantee in any way the Seller's obligation to honor, redeem, or fulfill the sale of such an Offer. By agreeing to purchase an Offer from any Seller, you agree to hold Company harmless for the ultimate fulfillment of such Offer and will direct any questions to the Seller and not Company.

3D. INTELLECTUAL PROPERTY RIGHTS - CAUSES

The Service provides you with the ability upload your content to the Site. Company will not have any ownership rights in your content, however, Company needs the following license to perform the Service. You hereby grant to Company the worldwide, non-exclusive, royalty-free, right to (and to allow others acting on its behalf to) (i) use, host, display, and otherwise perform the Service on your behalf (e.g., use, host, stream, transmit, playback, transcode, copy, display, feature, market, sell, distribute and otherwise exploit ("Host") the content, along with all associated copyrightable works or metadata, including without limitation photographs, graphics, and descriptive text ("Artworks") in connection with the Service); (ii) (and to allow other users to) stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the content and Artworks; and (iii) use and publish, and to permit others to use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision of the Service.

1. You agree to pay all royalties and other amounts owed to any person or entity due to your submission of your content to the Service or the Company's Hosting of the content as contemplated by these Terms of Use.
2. To enable Company to Host your content pursuant to the above provisions, you hereby grant to Company the worldwide, non-exclusive, perpetual, royalty-free, sublicensable and transferable right to use, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the "Trademarks") solely in connection with the Service.

3E. INTELLECTUAL PROPERTY RIGHTS - SELLERS

The Service provides you with the ability upload your content to the Site. Company will not have any ownership rights in your content, however, Company needs the following license to perform the Service. You hereby grant to Company the worldwide, non-exclusive, royalty-free, right to (and to allow others acting on its behalf to) (i) use, host, display, and otherwise perform the Service on your behalf (e.g., use, host, stream, transmit, playback, transcode, copy, display, feature, market, sell, distribute and otherwise exploit ("Host") the content, along with all associated copyrightable works or metadata, including without limitation photographs, graphics, and descriptive text ("Artworks") in connection with the Service); (ii) (and to allow other users to) stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the content and Artworks; and (iii) use and publish, and to permit others to use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision of the Service.

1. You agree to pay all royalties and other amounts owed to any person or entity due to your submission of your content to the Service or the Company's Hosting of the content as contemplated by these Terms of Use.
2. To enable Company to Host your content pursuant to the above provisions, you hereby grant to Company the worldwide, non-exclusive, perpetual, royalty-free, sublicensable and transferable right to use, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the "Trademarks") solely in connection with the Service.

3F. USAGE TERMS - USERS

By performing any transaction on the site, including but not limited to purchases of Offers or direct contributions, you understand and agree that such transaction is performed as a voluntary service by Cauzoom on your behalf and does not constitute a charitable donation by you under State or Federal law.

While Cauzoom cannot guarantee or oversee the behavior or performance of any of its Sellers, or the nature of the goods or services sold by Sellers, it nonetheless wishes to provide Shoppers with a positive experience and seeks to mitigate or resolve any disputes to the satisfaction of all parties involved. By performing any transaction on the site, you agree to inform Cauzoom in writing within thirty (30) days of your transaction of any dispute or complaint regarding the transaction, Offer or Seller, including but not limited to the Seller's refusal to honor or redeem your purchase or any misrepresentation as to the nature of the Offer. You further agree to allow Cauzoom sixty (60) days to investigate and attempt to settle the dispute prior to taking additional actions, including posting or publicizing information about the dispute or the Seller with any third party.

You further agree that any dispute arising out of a Seller's refusal to honor or redeem its Offer may be resolved by the refund of the purchase amount, minus the posted contribution to a Cause and a reasonable processing fee.

You further agree that any dispute arising out of a misrepresentation by Seller of the nature of the service or product you purchased should be handled directly between you and Seller, and not through Cauzoom.

3G. USAGE TERMS - CAUSES

1. By agreeing to post your organization, project, campaign, or other listing (collectively, the “Cause Data”) on Cauzoom, you warrant that none of the facts or representations are fraudulent or inaccurate, and you agree to use any funds provided by Cauzoom to you for the project, campaign, or other purpose indicated.
2. If at any time after submitting Cause Data to Cauzoom you decide not to follow through on the project, campaign, or other listing, you agree to immediately communicate this information to Cauzoom and use the tools provided to remove it from public view.
3. If after receiving funds for any project, campaign, or other listing from Cauzoom you decided not to complete the project, campaign, or other listing, you agree to return all funds to Cauzoom immediately.
4. After posting your Cause Data to Cauzoom, you agree to respond accurately and in a timely manner to any inquiries made by Cauzoom as to the status of your project, campaign, or other listing.
5. If you say you are a 501c3 organization, you agree to provide documentation of this fact for Cauzoom's records within 30 days.
6. You understand that Cauzoom cannot guarantee the successful funding of your project, campaign, or other listing, and agree not to hold Cauzoom responsible for any failure to collect funds on your behalf.
7. You agree that Cauzoom will make its best efforts to convey any funds collected under its terms to you in a timely fashion, but cannot guarantee any specific delivery timetable. You further agree that Cauzoom reserves the right to deliver a final accounting of transactions at the time of conveyance of dunds, and that any representation, report, or summary displayed on the Site or delivered by email prior to that point shall be regarded as an approximation or estimate.
8. You understand and agree that Cauzoom is performing these services voluntarily on your behalf, and is not charging you any fees or percentage of contributions. By agreeing to post your Cause Data, you agree to abide by any regulations or restrictions governing such partnerships that may apply to such a transaction in your locality and indemnify Cauzoom against any adverse consequences from your failure to do so.

3H. USAGE TERMS - SELLERS

1. By agreeing to post your product, service, or other item for sale (collectively, the “Offers”) on Cauzoom, you warrant that none of the facts or representations are fraudulent or inaccurate. You also agree to allow your product or service to be marketed by Cauzoom, and agree to allow us to use your logo, brand, trademarks, images, information, and factual data about your organization to do so. You further authorize any Cauzoom Cause or User to reproduce, share, and copy any logo, brand, trademarks, images, information, and factual data about your organization provided by you to Cauzoom in order to promote and market your organization and Offers. If you do not agree to allow Cauzoom and its Users to promote and market your services, do not use the Site.
2. By agreeing to post your Offers on Cauzoom, you agree to honor any purchase made by a Cauzoom User under the terms listed by you on the Site, and abide by the applicable laws and regulations guiding sales and promotions in the United States and the Commonwealth of Massachusetts. You further agree to respond accurately and in a timely manner to any inquiries made by Cauzoom as to the status of your Offers and the purchases made by Users through the Site. Should you be unable or unwilling to honor the purchases made by Cauzoom Users, you agree to refund to Cauzoom 100% of any funds issued to you by Cauzoom for the purchase(s) in question.
3. Cauzoom reserves the right to terminate promotion or sale of your Offers at any time and for any reason.
4. You understand and agree that Cauzoom is marketing your Offers as part of a business service agreement, and unless specifically indicated otherwise in writing, any funds conveyed by Cauzoom to any Cause as a result of any transaction related to your Offers does not constitute a donation by you to that Cause, and does not entitle you or your organization to any tax deduction or other benefit under State or Federal law.
5. You understand and agree that Cauzoom is performing marketing services on your behalf, and not acting as your agent for the purpose of making donations or contributions to charitable organizations. By agreeing to post your Offers on Cauzoom, you agree to abide by any regulations or restrictions governing such relationships that may apply in your locality and indemnify Cauzoom against any adverse consequences from your failure to do so.
6. You agree that Cauzoom has the right to withhold any funds collected for your Offers by up to ninety (90) days, to allow for transaction processing by our payment partners, for funds to flow through the payment system, and to allow time for any potential disputes or reversals by Shoppers to come to the attention of Cauzoom.
7. By agreeing to post your Offers on Cauzoom, you agree that Cauzoom has the right to withhold funds generated by sales of your Offers and not yet transferred to you until the satisfactory resolution of any disputes arising out of violations of these Terms. Should the dispute result in a refund or other resolution by Cauzoom to the Shopper, you agree that Cauzoom shall reduce the funds payable to you by the amount of the refund or resolution, plus a reasonable processing fee.
8. You agree that Cauzoom will make its best efforts to convey any funds collected under its terms to you in a timely fashion, but cannot guarantee any specific delivery timetable. You further agree that Cauzoom reserves the right to deliver a final accounting of transactions at the time of conveyance of dunds, and that any representation, report, or summary displayed on the Site or delivered by email prior to that point shall be regarded as an approximation or estimate.
9. You understand that Cauzoom cannot guarantee the outcome or use of funds by any project, campaign, or other listing submitted by a Cause, and agree not to hold Cauzoom responsible for any failure by a Cause to do so.

4A. Ownership.

All right, title, and interest in and to the Site and the Content is the sole property of the Company or its licensors, except where specifically indicated, and is protected by U.S. and international copyright, trademark, patent and trade secret law, and other proprietary rights, treaties and laws as an original work, a compilation, and a collective work. Except to the minimum extent otherwise expressly permitted under applicable law or the Terms of Use, no reproduction, modification, copying, creation of derivative or similar works, selling or exploiting for commercial purposes, or other exploitation of the Web Sites, the Content or any portion thereof is permitted without the express prior written permission of the Company. This applies to copyrighted Content regardless of whether or not a copyright notice appears on such materials, and applies to Trademarks, whether registered or unregistered, and regardless of whether or not a trademark notice appears on such materials.

We grant you a nonexclusive, nontransferable, revocable, limited license (the "License") to access, view, download, copy, and print Content only for your personal, non-commercial use, subject to the following limitations:

5A. Copyright.

All Site materials, including, without limitation, text, pictures, graphics and other files and the selection and arrangement thereof are copyrighted materials of the Company, or by the original creator of the material. Permission is granted to display, copy, distribute, and download the materials on this Site for personal, noncommercial use only; provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. You may not, however, distribute, copy, reproduce, display, republish, download, or transmit any material on this Site for commercial use without prior written approval of the Company, nor may you "mirror" any material contained on this Site on any other server without prior written permission from the Company. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

5B. Trademarks.

The trademarks, service marks, trade names, page headers, custom graphics, button icons, scripts and logos used and displayed on this Site (the "Trademarks") are registered and unregistered Trademarks of Cauzoom or third parties, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Cauzoom or other owner of the respective Trademark. Nothing in this Agreement shall confer any right of ownership of any of the Trademarks in you. Further, nothing in this Site shall be construed as granting, by implication, estoppel or otherwise any license or right to use any Trademark used or displayed on the Site, without the express written permission of Cauzoom or other owner of the respective Trademark. The misuse of the Trademarks, or any other content on the Site, is strictly prohibited.

5C. Hyperlinks.

You are granted a limited, nonexclusive right to create a "hypertext" link to this Site provided that such link is to the entry page of this Site and does not portray Cauzoom or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time for any reason whatsoever. You may not use framing techniques to enclose any Cauzoom trademark, logo or trade name or other proprietary information including the images found at the Site, the content of any text or the layout/design of any page or any form contained on a page without our express written consent.

5D. External Links.

Links to third party sites on this Site are provided solely as convenience to you. If you use these links, you will leave this Site. Cauzoom has not reviewed all of these third party sites and does not control and is not responsible for any of these sites, their content, advertising, products, services, or other materials, or their policies, including, without limitation, privacy policies or lack thereof. Cauzoom does not endorse or make any representations about third party sites or any information, software or other products, or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this site, you do so entirely at your own risk. You acknowledge and agree that Cauzoom shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party sites.

5E. Downloadable Materials.

Any material including software, reports, forms, or other materials that are made available to download from this Site, is the copyrighted work of Cauzoom and/or its suppliers and affiliates. If you download material from this Site, use of the material is subject to the license terms in the license agreement that accompanies or is provided with the material. You may not download or install the material until you have read and accepted the terms of the applicable license agreement. Without limiting the foregoing, copying or reproduction of the material to any other server or location for further reproduction or redistribution is expressly prohibited unless otherwise provided in the applicable license agreement or permitted by the express written consent of Cauzoom.

5F. Limited Access.

Except as otherwise expressly permitted by Cauzoom, any access or attempt to access other areas of Cauzoom computer system or other information contained on the system for any purposes is strictly prohibited. You will not spam or send unsolicited e-mail to any other user of the Site for any reason. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Cauzoom's infrastructure.

5G. Additional Use Restrictions.

You shall not post, transmit, e-mail, re-transmit or store material on or through any of the Cauzoom Services which, in the sole judgment of Cauzoom: (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for use by you. You shall be responsible for determining what laws or regulations are applicable to its use of the Services. In addition, you may only use the Services in a manner that, in our sole judgment, is consistent with the purposes of such Services. If you are unsure of whether any contemplated use or action is permitted, please contact us. By way of example, and not limitation, the following uses described below of the Services are expressly prohibited:

1. upload, post, e-mail or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. Pornography and pornographic related merchandising are prohibited under all Services, including providing links to pornographic content elsewhere;
2. harm minors in any way;
3. impersonate any person or entity, including, but not limited to, a Cauzoom official, agent, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
5. upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements;
6. upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
7. upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas of the Cauzoom Services that are designated for such purpose;
8. upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
9. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Cauzoom Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
10. interfere with or disrupt the Cauzoom Services or servers or networks connected to the Cauzoom Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Cauzoom Services;
11. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
12. "stalk" or otherwise harass another;
13. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "Crush" sites;
14. effecting security breaches or disruptions of Internet communication. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access.