Terms of Use

WINTOGETHER TERMS OF USE

As of November 3, 2020

PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A BINDING CONTRACT THAT MAY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE, PLEASE DO NOT ACCESS OR USE THE SERVICE.

Welcome to WinTogether.org (“Company,” “we” or “us”, collectively with AutoLotto, Inc. d/b/a Lottery.com). The following Terms and Conditions of Use document, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern you and any entity you represent (collectively, “you” or “your”), with respect to access and use of WinTogether.org (the “Site”) including any Content (as defined in this terms of service agreement), technology, processes, materials, functionality and services designed, offered, or marketed by the Company on or through WinTogether.org and at such other domain names used to identify websites on which the Company may offer Services (collectively, the “Service”, inclusive of Software as defined in this terms of service agreement), whether as a guest or a registered user, as well as any the Company applications made available though the Site or Service (collectively, the “Software”).

YOUR USE OF THE SITE AND/OR THE SERVICE, OR BY CLICKING “I ACCEPT” IF PRESENTED WITH THIS TERMS OF USE IN A CLICK-THROUGH FORMAT, SIGNIFIES YOUR AGREEMENT TO THIS TERMS OF USE AND CONSTITUTES YOUR BINDING ACCEPTANCE OF THIS TERMS OF USE, INCLUDING ANY MODIFICATIONS THAT THE COMPANY MAKES FROM TIME TO TIME. If you do not agree to this Terms of Use, you may not use the Site or the Service.

You may not use the Service and you may not accept this Terms of Use if you are not eighteen years of age or older. If you accept this Terms of Use, you represent that you have the legal capacity to be bound by it. By accessing or using the Service, you represent and warrant that you have the right, authority and capacity to enter into this agreement, to abide by this Terms of Use, and that you are not prohibited from accessing or using the Service. the Company makes no representations or warranties, implicit or explicit, as to your legal right to access or use the Service and no person affiliated, or claiming affiliation, with the Company shall have authority to make any such representations or warranties. We do not intend for the Service to be used by persons present in Jurisdictions in which participation may be prohibited or restricted. You agree that the availability of the Service does not constitute an offer, solicitation or invitation by the Company for the use of the Service in any Jurisdiction in which such activities are prohibited or restricted. The Company reserves the right to deny access to the Service to anyone at its sole discretion. The Company may amend this Terms of Use at any time by posting the amended Terms of Use on the Site, and you agree that you will be bound by any changes to this Terms of Use. The date of last revision of this Terms of Use is included at the top of this page. The Company may make changes to the Site and/or the Service at any time. You understand that the Company may discontinue or restrict your use of the Site and/or the Service for any reason or no reason with or without notice.

1. Privacy Policy

By clicking “I ACCEPT” or using the Site or the Service, you represent that you have read and consent to our Privacy Policy in addition to this Terms of Use. The Company may revise the Privacy Policy at any time, and the new versions will be posted on the Site. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using the Site and/or the Service.

2. The Services

The Company Site provides certain promotions on the Site (Campaigns) for a chance to win unique, amazing, or once-in-a-lifetime experiences (Prizes) and receive rewards traditionally unavailable to the general public. Participants may enter Campaigns by creating an Account (defined below) and by either using the Company’s Free Alternate Methods of Entry, by making a donation, or by using any other free to use mechanisms that we provide from time to time. No purchase, payment or other financial contribution is necessary to enter or win a Campaign and the Company’s Free Alternate Methods of Entry is always available for all Campaigns. Void where prohibited by law. In addition, if you are registering for or participating in a Campaign, participation is subject to our Official Sweepstakes Rules and Regulations and any other rules and regulations applicable to such Campaign (collectively, Rules). If this Terms of Use conflicts with or is inconsistent with any Rules, such Rules will govern and be given precedence. Occasionally where law permits, we may offer different types of Campaign than sweepstakes, which will have their own rules and terms.

The Company reserves the right to add, change, modify, suspend or discontinue any portion of the Service, in its sole discretion, at any time. Your use of the Site and/or the Service, including the availability of new services through the Site, shall be subject to this Terms of Use. In addition, the Company may impose limits on any portion of the Service or restrict your access to portions of or the entire Site in its sole discretion without notice or liability.

3. Donations

In addition to our free methods of entry, each Campaign allows you to support one or more causes (each a Designated Grantee) by making a monetary donation (each a Donation) to Win Together TR, a U.S. 501(c)(3) tax-exempt public charity. Win Together TR has partnered with the Company to make giving internationally and domestically safe, easy and effective for donors by raising charitable donations from members of the public to fund monetary grants to other organizations, including the Designated Grantees featured on our Campaign pages.

For most Campaigns on the Company platform, approximately 10 - 15 business days following Win Together TR’s receipt of donations, and so long as the Designated Grantee continues to qualify as an eligible recipient of Win Together TR grants, Win Together TR will make a grant to the Designated Grantee equal to the net proceeds received as part of the Campaign. For certain Campaigns in which the Company’s fee is based on a percentage of the Donations net of all cost and expenses, an initial grant is made approximately 10 – 15 business days following the end of the Campaign, and a final grant (the initial grant and final grant are collectively equal to the net proceeds) is made approximately 60-90 days following the close of the Campaign, after reconciliation of all expenses. Specific timelines are the sole discretion of Win Together TR, acting in good faith.

The net proceeds to be distributed by Win Together TR as grants is generally equal to the total Donations received in connection with a Campaign less costs and expenses associated with that Campaign, which may include advertising, payment processing, Prize fulfillment (other than Prizes or experiences that are donated), and the costs of making the Campaign a success. In addition, as part of the net proceeds calculation, approximately 10% of every Donation goes to the Company to cover the cost of providing and maintaining the technology and team that makes this all happen. See the Rules for each Campaign for the specific calculation of net proceeds applicable to the Campaign.

While Win Together TR takes all reasonable steps to attempt to grant donated funds to the Designated Grantee listed on the Campaign page, including pre-qualifying the Designated Grantee for a grant, Win Together TR retains exclusive legal control over all Donations. In the rare cases when a Designated Grantee fails to meet the requirements of Win Together TR's grantmaking policies and procedures, Win Together TR reserves the right to reassign funds to another organization of its choice, and will aim to grant the funds to another organization that supports a similar charitable cause.

Anyone who donates through the Company platform is making a donation to Win Together TR, and receives chances to win Prizes, however, no Donation is required to enter to win a Campaign, and a Donation does not increase your chances of winning a Campaign. Because a Donation is not required to enter, and because Win Together TR is a U.S. tax-exempt charity, all Donations made by U.S. donors through the Company platform are tax-deductible to the extent allowed by law. If your Donation is accompanied by a Campaign perk, the amount of your Donation that is deductible for U.S. federal income tax purposes may be limited to the excess of the amount contributed over the value of goods or services provided. If you have any questions regarding your tax obligations, you should consult with your own tax advisor. In the event that you need a duplicate or replacement receipt for tax purposes, you can contact hello@wintogether.com. Except in the event of fraud and a valid chargeback by a credit card issuer, all Donations are non-refundable and non-transferrable.

4. Refunds, returns, and exchanges

Your Donation through the Company platform supports an awesome cause and enters you to win an awesome prize(s). Donations are non-refundable once a Campaign has closed. If your Donation is accompanied by a Campaign perk, please note that delivery time varies based on the item; specifics about shipment will be listed in the product description. Due to the exclusive nature of all Campaign perks, we apologize for not being able to accommodate exchanges. We will only refund donations if we’re unable to deliver the perk you were promised.

5. Equipment Obligation

You must provide all equipment and software necessary to connect to the Service, including, but not limited to, a computer or Mobile Device (as defined in Section 7.1) that is suitable to connect with and use the Service. You are responsible for any fees, including, but not limited to, Internet connection or data usage fees, including, without limitation, SMS/MMS text usage fees, that you incur when accessing the Service.

6. Accounts

To use certain portions of the Site and Service, you will be directed to register on the Site and create a user profile or account (Account). Eligibility is limited to persons equal to or over the age of 13, or to persons who have reached the age of majority in their countries of residence. Void in countries on the United States list of embargoed countries. As part of the registration process, you may be asked to submit your name, address, email address, date of birth and/or similar information and to select a password. You agree that all information you provide to the Company for purposes of creating an account (Registration Information) will be true, accurate, current and complete and your failure to provide such information shall constitute a breach of this Terms of Use and may result in the immediate termination of your Account. You shall (i) promptly update your Registration Information to keep it true, accurate, current and complete; (ii) maintain the confidentiality of your password; and (iii) maintain sole responsibility for access to the email address associated with your Account.

In creating an Account, you shall not (a) select or use the email address or user name of another person with the intent to impersonate that person, (b) use a name subject to the rights of any other person without authorization, (c) use an email address or user name that is profane, offensive or otherwise inappropriate or (d) allow any other party to use your Account and/or password except as set forth herein. Your Account is not transferable. Under no circumstances shall you allow or permit any other person or third party, including, without limitation, any person under the legal age to use the Service, to use or re-use your Account in such a way that may breach the standards or laws in any Jurisdiction where you are located and/or are a resident, or where such other person is located and/or is a resident. You accept full responsibility for any unauthorized use of the Service and for any use of your payment instrument by any other person or third party in connection with your Account. Any person found to have violated this section may be reported to the relevant authorities. You may not disclose your password to anyone. You agree to immediately notify the Company by sending an email to hello@wintogether.com of any known or suspected unauthorized use(s) of your Account or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your password. You understand and agree that you shall be liable for all activities that occur under any Account created for your use, even if such activities were not committed by you. The Company is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your password. Only one (1) Account is allowed per person. In the event the Company determines that you have registered more than one (1) Account, you acknowledge and agree that, in addition to any other rights the Company may have, the Company has the right to suspend or terminate your Account immediately, withhold your Account balance, revoke your right to any Lottery tickets or corresponding prizes, and refuse any and all current or future use of the Service (or any portion thereof). The Company employees, directors, managers and their respective immediate family members (i.e., parents, spouses, domestic partners, siblings and children) or any other person residing in the same household as a Company, employee, director or manager may not win the offered Campaigns.

7. Termination of Account

You understand and agree that you have no ownership rights in your Account and the Company may stop offering the Service at any time. Further, the Company may cancel your Account, delete all of your Registration Information and any other information you have provided through the Site (collectively, User Content) associated with your Account at any time, without notice, for any reason or no reason including, without limitation, your violation of this Terms of Use. The Company will not be liable for any damages or loss resulting from the removal of any User Content from the Site and/or the Service. You may cancel your Account at any time and cancellation will take effect immediately. The Company reserves the right to temporarily or permanently restrict or block access to the Site and/or the Service to any users who have had their Accounts cancelled.

8. Limited License to Use Site and Service

Subject to all of the terms and conditions of this Terms of Use, the Company hereby grants you a limited, non-exclusive, personal, non-sublicensable, non-assignable license to access and use the Site and Service. The Site and Service may only be used for personal and non-commercial purposes and must at all times be used in accordance with this Terms of Use and rules, restrictions and/or documentation set forth by the Company from time to time. All modifications and enhancements to the Site and Service remain the sole property of the Company. You agree not to license, create derivative works from, transfer, sell or re-sell any information, content, or services obtained from the Site. You understand that the Company, in its sole discretion, may at any time for any reason suspend or terminate any license hereunder and disable the Site, or any part thereof including any Service, without prior notice. The Company reserves the right to add or remove features or functions to the Site or Service at any time in its sole discretion. Notwithstanding anything to the contrary herein, you may not: (i) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Site or Service; (iii) sell, assign, rent, lease, act as a service bureau, or grant rights in the Site or Service, including, without limitation, through sublicense, to any other entity without the prior written consent of the Company; or (iv) make any false, misleading or deceptive statement or representation regarding the Company and/or the Site or Service.

9. Use of Site and Service

You agree that you will not, in connection with your use of the Site, or Service, violate any applicable law or regulation. Without limiting the foregoing, you agree not to (i) make available through the Site any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity); (ii) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the Site and/or the Service or otherwise attempt to disrupt the Site and/or the Service or any other person’s use of the Site and/or the Service; or (iii) attempt to gain unauthorized access to the Site, Service, Accounts registered to other users, or the computer systems or networks connected to the Site and/or the Service. Furthermore, you may not use the Site to develop, generate, transmit or store information that: (a) is defamatory, harmful, abusive, obscene or hateful; (b) in any way obstructs or otherwise interferes with the normal performance of another person’s use of the Site and/or the Service, (c) performs any unsolicited commercial communication not permitted by applicable law; (d) constitutes harassment or a violation of privacy or threatens other people or groups of people; (e) is harmful to children in any manner; (f) violates any applicable law, regulation or ordinance; (g) makes any false, misleading or deceptive statement or representation regarding the Company and/or the Site or Service or (h) constitutes phishing, pharming or impersonates any other person, or steals or assumes any person’s identity (whether a real identity or online nickname or alias).

You agree that you will not (i) obtain or attempt to obtain any information from the Site including, without limitation, email information of other Account holders or other Software data; (ii) intercept, examine or otherwise observe any proprietary communications protocol used by the Site or Software, whether through the use of a network analyzer, packet sniffer or other device; (iii) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan-horse routing, trap door, time bomb or any other codes, instructions or third-party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the Site or Software; or (iv) or use any type of bot, software, or any other codes, instructions or third-party software that is designed enter you into a sweepstakes (or multiple sweepstakes) automatically or in any way that would provide you with an unfair advantage over individuals who enter manually.

You understand that all data, information, text, software, graphics, video, messages, tags, or other materials (Content), whether publicly posted or privately transmitted, on the Site or through the use of the Site or the Service, are the sole responsibility of the person posting or transmitting such Content. The Company does not control the Content posted on the Site or transmitted through the use of the Site or the Service and, as such, the Company does not guarantee, and shall not be responsible for any deficiencies relating to, the accuracy, reliability or quality of such Content. Further, you acknowledge the Company may or may not pre-screen Content that is displayed on the Site or transmitted through the use of the Site or the Service. You understand that by visiting the Site or using the Service, you may be exposed to Content that you may consider to be offensive, indecent or objectionable. Under no circumstances will the Company be liable in any way for any user-generated Content including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available on the Site or through the use of the Site or the Service.

The Site may provide forums and/or chat features enabling users to post user observations and comments. We cannot guarantee that other members or users will not use the ideas and/or information that you share. If you have ideas and/or information that you want to remain confidential and/or do not want others to use, do not post them via the Site. We shall have no responsibility to evaluate, use or compensate you for any ideas and/or information that you submit on the Site or through the use of the Site or Service.

All comments, feedback, suggestions, ideas, and other submissions that you disclose, submit or offer to us in connection with your use of the Site or Service, such as your suggestions regarding improvements that we make to the Site or Service (collectively, Comments) will become our exclusive property. Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Comments and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory relating to submissions. Thus, we will own exclusively all such right, title and interest and shall not be limited in any way in the use, commercial or otherwise, of any Comments. You should not submit any Comments to us if you do not wish to assign such rights to us. We are and will be under no obligation: (i) to maintain any Comments in confidence; (ii) to pay to you or any third party any compensation for any Comments; or (iii) to respond to any Comments. You are and shall remain solely responsible for the content of any Comments you make. By posting Comments or any other content, you warrant and represent that you own the rights to such or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute such Comments and content and grant us the right to do the same. You hereby irrevocably waive any claims based on moral rights and similar theories, if any.

Your User Content, and the contents of all of your Comments and other online communications (including without limitation chat text, voice communications, IP addresses and your personal information) may be accessed and monitored as necessary to provide the Service and may be disclosed: (i) when we have a good faith belief that we are required to disclose the information in response to legal process (for example, a court order, search warrant or subpoena); (ii) to satisfy any applicable laws or regulations (iii) where we believe that the Site or Service is being used in the commission of a crime, including to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction; (iv) when we have a good faith belief that there is an emergency that poses a threat to the health and/or safety of you, another person or the public generally; and (v) in order to protect the rights or property of the Company, including to enforce this Terms of Use. By entering into this Terms of Use, you hereby provide your irrevocable consent to such monitoring, access and disclosure.

When accessing the Site you agree to obey the law and to respect the intellectual property rights of others. Your use of the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit, or that is provided or transmitted using your account. The burden of proving that any content does not violate any laws or third party rights rests solely with you.

The Site and the Service are operated by the Company in the United States. Those who choose to access the Site, and/or the Service from locations outside the United States do so on their own initiative and are responsible for compliance with applicable local laws.

10. Third-Party Products

Third party services, content, information and products may be made available by the Company on or through the Site (Third Party Products). Third Party Products are provided solely for the convenience of Site users and the Company makes no representations or warranties regarding any Third Party Products and takes no responsibility and assumes no liability for any Third Party Products. Third Party Products are subject to the applicable terms and policies of the third parties that offer them.

11. Hyperlinks

Links from the Site. The Site may contain links to websites operated by other parties. The Company provides these links to other websites as a convenience and use of these sites is at your own risk. The linked sites are not under the control of the Company, and the Company is not responsible for the content available on the other sites. Such links do not imply the Company’s endorsement of information or material on any other site and the Company disclaims all liability with regard to your access to and use of such linked websites.

Links to the Site. You may not place a link to the Site on another website without our prior written consent and, without limiting the foregoing, you must adhere to the Company’s linking policy as follows: (i) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with the Company and/or its licensors’ names and trademarks, (ii) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with the Company, (iii) when selected by a user, the link must display the Site on full-screen and not within a frame on the linking site, and (iv) the Company reserves the right to revoke its consent to the link at any time and in its sole discretion.

12. Company Intellectual Property and Intellectual Property Infringement

The interfaces, content, arrangement and layout of the Site including, but not limited to, the Company trademark and logo, designs, text, artwork, graphics, images, buttons, user interfaces, information and other content, and any compilation of the foregoing (Company Intellectual Property) are the property of the Company, except where otherwise noted, and are protected from copying, imitation, communication, or simulation under U.S. and international laws and may not be reproduced, modified, communicated, displayed, distributed, or transmitted without the prior written permission of the Company. You understand and acknowledge that, by visiting the Site, you do not acquire or obtain by implication or otherwise, any license or right to use or make additional copies of any materials or information displayed on the Site. You agree not to display or use any Company Intellectual Property or third party content located on the Site in any manner not expressly permitted under this Terms of Use.

We respect the copyrights of others and expect our users to do the same. We have a policy of terminating users who repeatedly infringe the copyrights of others. If you learn or believe that the Site or Service or any information on the Site, including any Content, infringes upon any copyright or other intellectual property that you own or control, you may file a notice. In the event of any third party claim that the Site or Service infringes that third party’s intellectual property rights, we will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

13. Disclaimer of Warranties.

THE SITE, SOFTWARE AND THE SERVICE ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY MAKES NO WARRANTY AS TO THE QUALITY, ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SITE, THE SOFTWARE OR THE SERVICE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE SITE, THE SOFTWARE AND/OR THE SERVICE IS AT YOUR SOLE RISK. THE COMPANY DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE, THE SOFTWARE AND/OR THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE OPERATION OF THE SITE, THE SOFTWARE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SITE, THE SOFTWARE OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE COMPANY PROVIDES NO WARRANTY OR GUARANTY OF ANY KIND THAT THE SITE, THE SOFTWARE OR THE SERVICE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.

Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.

14. Limitation of Liability; Sole and Exclusive Remedy.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY OR ANY OF ITS AFFILIATES, TOGETHER WITH ITS RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND AGENTS, BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS TERMS OF USE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) FOR ANY LOST OR CORRUPTED DATA, LOST PROFITS, LOSS OR DAMAGE TO ANY COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE, THE SOFTWARE AND/OR THE SERVICE, EVEN IF THE COMPANY AND/OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) THE USE OR THE INABILITY TO USE THE SITE, THE SOFTWARE OR THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; (V) ANY OTHER MATTER RELATING TO THE SITE, THE SOFTWARE OR THE SERVICE; OR (VI) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE SHALL NOT EXCEED ONE HUNDRED US DOLLARS ($100 USD). YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SITE, THE SOFTWARE OR ANY PORTION OF THE SERVICE IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE USE OF THE SITE, THE SOFTWARE AND THE SERVICE.

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of the Company and its affiliates shall be limited to the fullest extent permitted by law.

15. Indemnification

You agree to defend, indemnify and hold the Company, and its successors and assigns, and their respective officers, directors, affiliates, agents and employees, harmless from and against any and all claims, actions, proceedings and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) arising out of or relating to (i) your use or misuse of the Site, the Software or the Service, (ii) your breach or alleged breach of this Terms of Use, including, without limitation, a breach or alleged breach of any representation or warranty by you in this Terms of Use; (iii) your violation of any law, rule, regulation or rights of others in connection with your use of the Site, the Software or the Service, or (iv) infringement, violation or misappropriation of any copyright, trade secret, or any other intellectual property rights or the violation of any property or privacy right arising from any of the User Content or Comments that you post on the Site or transmit through the Service.

16. Governing Law; Jurisdiction

This Terms of Use shall be governed by, and will be construed under, the laws of the United States of America and the law of the State/Commonwealth of Delaware, without regard to choice of law principles. All disputes arising out of or related to your use of the Site, the Software and/or the Service shall be subject to the exclusive jurisdiction of the state and federal courts of Delaware and you agree to submit to the personal jurisdiction of such courts.

17. General

17.1. Amendments/Revisions. This Terms of Use may only be amended and/or revised in writing by the Company (including by publishing such revisions by the Company on the Site).

17.2. Relationship of Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of this Terms of Use or your use of the Site, the Software or the Service.

17.3. Assignment. The Company may assign this Terms of Use, in whole or in part, to any person or entity at any time with or without your consent. You may not assign this Terms of Use without the Company's prior written consent, and any unauthorized assignment by you shall be null and void.

17.4. Severability. If any of the provisions of this Terms of Use is found to be invalid or unenforceable, then that provision will be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect.

17.5. Attorneys' Fees. In the event any litigation is brought by either party in connection with this Terms of Use, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.

17.6. No Waiver. Our failure to enforce any provision of this Terms of Use shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Terms of Use shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

17.7. Notices. All notices given by you or required under this Terms of Use shall be in writing and addressed to: WinTogether.org, P.O. Box 342454, Austin, TX 78734-2454, Attn: Customer Success.

17.8. Equitable Remedies. You hereby agree that the Company would be irreparably damaged if the terms of this Terms of Use were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Terms of Use, in addition to such other remedies as we may otherwise have available to us under applicable laws.

17.9. Entire Agreement. This Terms of Use, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Site, the Software and the Service and supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you and us with respect to the Site, the Software and/or the Service.

17.10 Force Majeure. The Company shall not be liable for any delay or failure to perform resulting from unforeseen circumstances or causes outside its reasonable control, including, without limitation, extreme weather and other acts of God, natural catastrophes, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, computer viruses strikes, or shortages of transportation facilities, transportation stoppages or slowdowns, and stoppage or slowdown of the Internet or other networks (each, a “Force Majeure Event”).

All questions and concerns regarding this Terms of Use should be directed to hello@wintogether.org.