GENERAL TERMS OF SERVICE

Last Updated: December 15, 2021

PLEASE READ THESE TERMS OF SERVICE (THE "TOS") CAREFULLY BEFORE USING THE SERVICES OFFERED BY SEED&SPARK, INC. ("SEED&SPARK", “WE,” “US”). THIS TOS SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT www.seedandspark.com, ALL OTHER SITES OWNED AND OPERATED BY SEED&SPARK AND AFFILIATE SITES (COLLECTIVELY, THE "SITE"), AND ALL SERVICES OWNED AND OPERATED BY US (TOGETHER WITH THE SITE, COLLECTIVELY THE "SERVICE"). BY USING THE SERVICE IN ANY MANNER, YOU AGREE TO THE TOS AND/OR ANY AND ALL OTHER APPLICABLE TERMS PROVIDED FOR ON THE SITE. IF YOU DO NOT AGREE TO THIS OR ANY OTHER TERMS AND SITE POLICIES, YOU SHOULD NOT USE THE SERVICE. BY USING AND ACCESSING THE SERVICE YOU AGREE TO THE TOS AND ALL OTHER APPLICABLE POLICIES, AS THE SAME MAY BE AMENDED FROM TIME TO TIME AS IN ACCORDANCE WITH THE TERMS BELOW IN SEED&SPARK’S SOLE DISCRETION, WITH OR WITHOUT NOTICE.

All Users agree to abide by the TOS in tandem with:
Code of Conduct
Privacy Policy

Are you a Creator? You should also review:
Creator Terms of Service
Fiscal Sponsorship Terms of Service

Are you a supporter? You should also review:
Supporter Terms of Service

I. What is Seed&Spark and How Does It Work

Seed&Spark provides a platform to:

• Connect creators to the tools they need to create films and other storytelling works; those tools include funding, making, marketing, distributing and showing.
• Connect audiences to the films and audio-visual works they want to fund, follow and support.
• Network a creative community of partners, peers and supporters for every stage of a project lifecycle.
• Find educational events to inspire and build their creative career.
• Provide curriculum and a software platform for enterprise education through Film Forward. Film Forward’s terms are governed by our contract with the enterprises and can be found by contacting the client directly.

Various content including, but not limited to, videos, trailers, completed films, audio-visual works, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, Projects, blog posts, associated trademarks and copyrightable works (collectively, “Content”) is accessible on the Service. Creators, Supporters and other users of the Service (collectively, “Users”) may have the ability to contribute, add, create, upload, submit, distribute, facilitate the distribution of, collect, post, or otherwise make accessible ("Submit") Content. “User Submissions” means any Content Submitted by Users. Some services may have transaction fees associated with them in accordance with the terms of our Payment Processor (more on this below).

Seed&Spark helps creators on our platform (“Creators”) raise money for their projects (“Projects”) using a tool called the WishList. Our crowdfunding tool works like a wedding registry for film production. Project owners must offer non-monetary incentives to contributors (“Supporters”) in the form of thank you’s, credits, and other items or experiences that must be approved by Seed&Spark in each instance. Supporters can pledge cash to the Project and/or can loan or gift items to the Creator. The Supporter is then entitled to the incentive reward offered by the Creator; or they can choose to opt out of receiving an incentive. All Users of the Site can take any action allowed on the Site, as provided for by the TOS, including starting, funding, or following a Project (or un-following); following other Users (or un-following); participating in events; and watching and/or distributing a movie or other audio-visual work.

Payments Processor: Seed&Spark is not a payment processor and does not hold any funds. Instead, Seed&Spark uses third-party payment processing partners to process payment on the platform such as pledges to crowdfunding campaigns. You acknowledge and agree that the use of Payment Processors are integral to the Services and that we exchange information with Payment Processors in order to facilitate the provision of Services. Please refer to the Stripe Connected Account Agreement and the Stripe Terms of Service.

Transaction Fees: Although there are no fees to Project Owners to set up a Crowdfunding Campaign, please keep in mind that transaction fees, including credit and debit charges, are deducted from each contribution (hereinafter and on the website referred to as “Transaction Fees”).

II. If You Use the Site, You Agree to Our Rules

The Service is offered subject to acceptance of all of the terms and conditions contained in these Terms of Service, including the Privacy Policy, and all other operating rules, policies and procedures that may be published on the Site by Seed&Spark which are incorporated by reference and may be updated by Seed&Spark without notice to you. In addition, some services may be subject to additional terms and conditions adopted by Us (such as the Fiscal Sponsorship Terms of Service and Seed&Spark’s Code of Conduct).

III. Who May Use the Service

The Service is available only to individuals who are at least eighteen (18) years old. You represent and warrant that if you are an individual, you are at least 18 years old and of legal age and capacity to form a binding contract, and that all registration information you submit is accurate and truthful. Seed&Spark may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access and/or use the Service is revoked in those jurisdictions.

IV. Creating a Seed&Spark Account

Seed&Spark makes some content viewable without registering for an Account on the Site, but for certain other aspects of the Service, Users may be required to register with Seed&Spark and select a screen name ("User ID"), password, and make certain payments and/or provide certain payment or credit/debit card information as required by Us, if applicable. You agree to provide accurate, complete, and updated registration and payment information. Failure to do so shall constitute a breach of the TOS, which may result in immediate termination of your account and other remedies available to Seed&Spark.

Do not register an User ID, domain name or Project name that:

1. is the exact or similar name of another person or entity, with the intent to impersonate, defame, disparage, mock or ridicule that person or entity (aka “don’t be mean”);
2. is subject to any rights of another person, without appropriate authorization (aka “don’t copy”); or
3. is otherwise offensive, vulgar, disparaging, defamatory or obscene (again, “seriously, don’t be mean”).

We reserve the right to refuse registration of or cancel a User ID, domain name, and/or Project name for any reason.

You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. You shall never use another User account without the other User’s express permission. It is up to You to protect your password and account security, but please immediately notify Seed&Spark in writing of any unauthorized use of your account, or other known account-related security breach. You can control how other Users communicate with you through your Settings.

By providing Seed&Spark your email address, you consent to Seed&Spark using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail or other manner. We may also use your email address to send you other messages, including changes to features of the Service and special offers. You understand and agree that any notices or messages we send to you may be on an unencrypted basis. We do not sell personal information, use browser tracking or retargeting.

V. How User Information May Be Used

Once a User creates a User Profile, some of their information will be viewable by the public: name, location (city only), short bio, movie preferences and Seed&Spark stats, including how much they’ve pledged and how much they’ve raised with respect to applicable Projects on the Site. The User Profile will also show what crowdfunding projects they are participating in as creators or following and contributing to. If the User has followers, his or her followers may receive email and/or site notifications when the User follows or funds any content to the Site.

VI. Fees and Payments

Joining Seed&Spark is free. If you use Seed&Spark to crowdfund your project, there may be Transaction Fees associated with processing payments through Stripe. You are responsible for paying all fees and taxes associated with your use of the Service. To the extent the Service or any portion thereof is made available for any fee, you will be required to provide Seed&Spark information regarding your credit or debit card or other payment instrument. You represent and warrant to Seed&Spark that such information is correct and that you are authorized to use such card or payment instrument. You must promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Failure to comply with these payment provisions shall in no way relieve you of your payment obligations to Seed&Spark.

Payment processing services on Seed&Spark are provided by Stripe and are subject to Stripe Terms of Service. By agreeing to these Terms of Service, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time; provided, however, that this Agreement shall govern if there is any discrepancy between this Agreement and the Stripe Services Agreement. As a condition of Seed&Spark enabling payment processing services through Stripe, you agree to provide Seed&Spark accurate and complete information about you and (if applicable) your business, and you authorize Seed&Spark to share it and transaction information related to your use of the payment processing services provided by Stripe. Seed&Spark shall have no liability for transactions or interactions with the third-party payment processor.

VII. We Take Intellectual Property (IP) Seriously

Seed&Spark owns all rights, title and interest to the Site and Service, and all copyrights, trade secrets, trademarks, service marks, trade dress rights, patent and invention rights and other intellectual property and ownership rights associated with Seed&Spark throughout the world. The software that makes up the Site and Service is protected by trade secret and copyrighted and protected under the United States copyright laws as well as international treaty provisions the United States is a party to. Users have no right, title, grant or interest in or to the Service other than the express right to use the Service solely in accordance with the TOS and any other applicable terms and conditions. Any rights not expressly granted herein are reserved by Seed&Spark.

VIII. Content and License

You agree that the Service contains Content provided by Seed&Spark, its partners and Users and that the Content may be protected by copyrights, trademarks, service marks, patents, trade secrets or other rights and laws. You shall abide by and maintain all copyright and other legal notices, information and restrictions contained in any Content accessed through the Service.

To the extent that Seed&Spark is the owner of the Content only, We grant to each User of the Service a worldwide, revocable, non-exclusive, non-sublicensable and non-transferable license to use the Content, solely for personal, non-commercial use and as contemplated herein. Use, reproduction, modification, distribution, or storage of any Content for other than personal, non-commercial use solely in accordance with these TOS is prohibited without prior written permission from Us, or from the copyright holder if applicable. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right or the terms of this Agreement.

IX. Intellectual Property of Users

By Submitting User Submissions on the Site or otherwise through the Service, you agree to the following terms:

Seed&Spark will not have any ownership rights over your User Submissions.

However, We do need the following license and representations to perform and market the Service on your behalf, on behalf of other Users and Our behalf.

You grant Seed&Spark the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf to):

1. use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit your User Submissions and your trademarks, service marks, trade names, slogans, logos, and similar proprietary rights (collectively, the "Trademarks") in connection with (a) the Service, (b) Our (and its successors' and assigns’) businesses, (c) promoting, marketing, 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);
2. take whatever other action is required to perform and market the Service;
3. allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Submissions and Trademarks in connection with the Service; and
4. use and publish, and permit others to use and publish, the User Submissions, Trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Service. The foregoing license grant to the Seed&Spark does not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions.

In addition, you represent and warrant to Seed&Spark the following:

1. You are publishing your User Submission, and you may be identified publicly by your name or User ID in association with your User Submission.
2. You grant to each User a non-exclusive license to access your User Submissions through the Service, and to use such User Submissions solely for personal, non-commercial use as contemplated by this Agreement.
3. Your User Submissions do not and will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Seed&Spark all of the license rights granted herein.
4. You will pay all royalties and other amounts owed to any person or entity based on your Submitting User Submissions to the Service or Our publishing or hosting of the User Submissions as contemplated by these Terms of Service.
5. The use or other exploitation of User Submissions by Seed&Spark and Users 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.
6. We shall have the right to delete, edit, modify, reformat, excerpt or translate any of your User Submissions.
7. You will be truthful and accurate in all information you provide to Us.
8. All information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which that Content originated.
9. Seed&Spark will not be liable for any errors or omissions in any Content.
10. Seed&Spark cannot guarantee the identity of any other Users with whom you may interact while using the Service.
11. All Content you access through the Service is at your own risk and you will be solely responsible for any resulting damage or loss to any party.
12. By providing information and/or Content, you hereby agree that Seed&Spark may use such information as it deems appropriate, and you understand and acknowledge that such information (and other information gathered by Seed&Spark with respect to same) may be used, aggregated and/or displayed by Seed&Spark as it determines in its sole discretion, including without limitation on the Site’s “Total Transparency Dashboard” or otherwise.

Under the Digital Millennium Copyright Act ("DMCA"), if a user repeatedly infringes, Seed&Spark has the right to terminate a User account. Even if based on a single infringement, it is in Seed&Spark’s sole and unfettered discretion to terminate accounts.

X. Copyright Notifications

Seed&Spark will remove infringing materials in accordance with the DMCA if properly notified that Content infringes a copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify Seed&Spark's Copyright Agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Site, sufficient for Seed&Spark to locate the material;
4. your address, telephone number and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
6. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and

If you believe that your work has been removed or disabled by mistake or misidentification, please notify Seed&Spark’s Copyright Agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):

1. A physical or electronic signature of the user of the Services;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement made under penalty of perjury that the Creator has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
4. The Creator’s name, address, telephone number and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the Creator's address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification or an agent of such person.

Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.

If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.

Our designated copyright agent for notice of alleged copyright infringement is:

Seed&Spark, Inc.
Attn: Copyright Agent
Email: [email protected]

XI. To Sum It Up, We’re All Responsible Adults Here, Let’s Act Accordingly

By using the Service, you promise that you will not use it for anything that violates these TOS or the law. You also promise to only use the Service in the ways it was intended for. You are responsible for all of your activity in connection with the Service.

(a) Your Actions and Content shall not, directly or indirectly:

1. infringe any patent, trademark, service mark, trade secret, copyright, right of publicity, privacy right or other right of any other person or entity, or violate any applicable law or contract;
2. be false, misleading, or inaccurate;
3. be unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another's privacy;
4. constitute unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
5. contain software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of Seed&Spark or any third party;
6. impersonate any person or entity, including any employee or representative of Seed&Spark.

(b) You also agree not to tamper with Our Site and Services by:

1. taking any action that imposes or may impose (at Seed&Spark’s sole discretion) an unreasonable or disproportionately large load on the infrastructure of Seed&Spark or its third-party providers;
2. interfering or attempting to interfere with the proper working of the Service or any activities conducted on the Service;
3. using any network monitoring or discovery software to determine the Site’s architecture, or to extract information about usage or users;
4. harvesting or collecting User IDs or any “Personal Information” (defined in the Privacy Policy) about our Users;
5. bypassing any measures We may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service);
6. using any Seed&Spark-owned mark or product name as a meta-tag or other ‘hidden text’ for search engines in a manner that does not inure to the benefit of Seed&Spark;
7. running Maillist, Listserv, or any form of auto-responder or "spam" on the Service; or
8. using manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site.
9. deciphering, decompiling, disassembling, reverse engineering, or otherwise attempting to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction and/or to the extent any such source code is open source;
10. modifying, translating, or otherwise creating derivative works of any part of the Service; or
11. copying, renting, leasing, distributing, or otherwise transferring any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.

Seed&Spark does not guarantee that any Content will be made available through the Service. We have no obligation to monitor the Service or Content and we reserve the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend a Project; (ii) remove any Content, including, but not limited to, any User Submission; and (ii) remove or block any User or User Submission. Seed&Spark does not have to give reasons for any of these actions but if We do, such comment(s) shall in no way reduce or restrict any of Seed&Spark’s rights and remedies as herein, by applicable law, or otherwise.

If you see anything on the Site that you believe violates our TOS or any other term or condition of the Service, including but not limited to Content that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another's privacy or that constitutes spam, we encourage you to report it to Us. Please note, however, that reporting such Content does not guarantee that it will be removed from the Site or that We will take any other actions. Seed&Spark may act in its sole discretion with respect to any such reports.

(c) You further agree to review and adhere to the Code of Conduct. Like, be cool, you know?

XII. Third-Party Sites and Mobile Services

The Service may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under Our control, and you acknowledge that We are not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with Seed&Spark. You further acknowledge and agree that Seed&Spark shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.

You may enable various online services, such as social networking sites, to be directly integrated into your Seed&Spark experience. To take advantage of these features, we may ask you to register for or log into the services on the websites of their respective providers. By enabling third-party services within the Service, you are allowing Us to pass your log-in information to these service providers for this purpose. For more information about the implications of activating these third-party services and Seed&Spark’s use, storage and disclosure of information related to you and your use of such services within Seed&Spark (including your friend lists and the like), please see the Privacy Policy. However, please remember that the manner in which third-party services use, store and disclose your information is governed solely by the policies of such third parties, and Seed&Spark will have no liability or responsibility for the privacy practices or other actions of any third-party site or service that may be enabled within the Service.

The Service may include certain services that are available via a mobile device, including without limitation (i) the ability to upload Content to the Service via a mobile device, (ii) the ability to browse the Service from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the ”Mobile Services“). To the extent you access the Service through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you understand that certain information about your usage of the Mobile Services may be communicated to us.

reCAPTCHA: Seed&Spark uses the reCAPTCHA product to provide an added level of security. reCAPTCHA is subject to the Google Privacy Policy and Terms of Service.

GoogleMaps: Seed&Spark uses the Google Maps feature and content, which is subject to the then-current versions of the (a) Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html; and (2) Google Privacy Policy at https://www.google.com/policies/privacy/.

XIII. Privacy and Security

We care about the privacy of our Users. Please take a minute to review our Privacy Policy.

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, We cannot guarantee that unauthorized third-parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information and any Content or other information at your own risk, and you hereby release and forever discharge Seed&Spark from any and all liability with respect to any failure by Us to protect such information and/or Content unless such failure is due to Our intentional misconduct. You agree that as part of the Service, the Company may utilize and promote location-based services with respect to recommending projects, if and as applicable.

XIV. Seed&Spark May Change These Terms at Any Time

Seed&Spark may modify, amend, or replace these TOS (or any other terms and/or conditions referenced ), or change, suspend, or discontinue the Service (including, but not limited to, the availability of any feature, database, or Content) at any time for any reason and without prior notice. We may also impose limits on restrict your access to parts or all of the Service without notice or liability. Furthermore, We may require additional information from you and/or require confirmation of acceptance of certain terms and conditions in order to continue use of the Service, when it comes to certain features. It is your responsibility to check the TOS and other terms periodically for changes. Remember, your continued use of the Service following any posted changes to the TOS constitutes acceptance of those changes.

XV. Termination

We may terminate your access to the Service, without cause or notice, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions on the Site. Any tips or fees earned by and/or paid to Seed&Spark are non-refundable. All provisions of the TOS and any other agreement, term or condition on the Site or that you otherwise agree to that by their nature shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnities, hold harmless clauses, and/or limitations of liability.

XVI. Warranty Disclaimer

Seed&Spark has no special relationship with or fiduciary duty to you of any kind whatsoever and specifically disclaims any such duties. You acknowledge that the We have no duty to take any action regarding any of the following: (i) which Users gain access to the Site; (ii) what Content Users access through the Site; (iii) what effects the Content may have on Users; (iv) how Users may interpret or use the Content; or (v) what actions Users may take as a result of having been exposed to the Content. We cannot guarantee the authenticity of any data or information that Users provide about themselves or their Projects. You release Seed&Spark from all liability for your having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Seed&Spark makes no representations concerning any Content on the Site, and We are not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Service.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SEED&SPARK, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Electronic Communications Privacy Act Notice (18 USC §2701-2711): SEED&SPARK MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. We will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Seed&Spark’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

NO SECURITIES OR EQUITY INVESTMENTS MAY BE SOLD THROUGH SEED&SPARK, AND SEED&SPARK DOES NOT AUTHORIZE THE OFFERING, SALE OR PURCHASE OF SECURITIES OR EQUITY INVESTMENTS THROUGH THE SITE AND/OR SERVICE.

XVII. Indemnification

You agree to and shall defend, indemnify, and hold harmless Seed&Spark, its affiliates, and each of its and its affiliates’ employees, owners, managers, contractors, directors, suppliers, representatives and their respective successors and assigns from any and all liabilities, claims, damages and expenses, including reasonable attorneys' fees and costs and the advancement of same, incurred by any such releases that arise from or relate to your use or misuse of, or access to, the Service, the Site, and/or Content, or otherwise from your User Submissions, any violation of the TOS or other applicable agreements, terms and/or conditions, or infringement by you, or any third-party using your account, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to and shall assist and cooperate with Us in asserting any available defenses.

XVIII. Limitation of Liability

IN NO EVENT SHALL SEED&SPARK, ITS AFFILIATES, NOR ITS OR THEIR RESPECTIVE DIRECTORS, MANAGERS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00). SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

XIX. International

Accessing the Service is prohibited from territories where the Content is illegal. If you access the Service from any such location(s), you do so at your own initiative and are responsible for compliance with local laws.

XX. Electronic Delivery, Notice Policy, and Your Consent

By using the Services, you consent to receive from Seed&Spark or its affiliates all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, "Contract Notices") electronically. Seed&Spark may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Services.

XXI. Governing Law

These TOS (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed in accordance with the internal laws of the State of California and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Seed&Spark, the Site, and the Service are deemed a passive website that does not give rise to personal jurisdiction over Seed&Spark or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, managers, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of California. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in Los Angeles County in the State of California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO TRIAL BY JURY IN ANY DISPUTE, ACTION, OR PROCEEDING.

XXII. Integration and Severability

These TOS and other referenced material are the entire agreement between you and Seed&Spark with respect to the subject matter hereof (and thereof), and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Us and govern the future relationship between the parties hereto (whether as User, Creator or otherwise). If any provision (or portion thereof) of the TOS or other agreements, terms or conditions are found to be unenforceable or invalid, such provision (or portion thereof) will be limited or eliminated to the minimum extent necessary so that the TOS and other agreements, terms and conditions will otherwise remain in full force and effect and enforceable to the maximum legal extent. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

XXIII. Miscellaneous

Seed&Spark shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. The TOS are personal to you, and are not assignable, transferable, or sublicensable by you except with Our prior written consent. Seed&Spark may assign, transfer, or delegate any of Our rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the TOS or any other agreement referenced herein and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the TOS or such other agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

All notices under the TOS will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by nationally-recognized overnight delivery service.

CREATOR TERMS OF SERVICE

Last Updated: January 15, 2023

I. Launching a Project:

Launching a project initiates the onboarding process to build a campaign to fundraise for your Project. The User Account used to launch the Project becomes the “Project Owner” and is subject to terms and conditions defined below. The Project Owner must fill out the launch forms on the Site, select a 30, 45 or 60 day fundraising period and submit them to Seed&Spark for approval. Seed&Spark accepts draft materials in order to begin the approval process. Approval of a project is based on answers to the questions in the forms, including incentives offered for the Project’s Supporters, a clear reason why the Project is being made, an absence of pornography or excessively graphic violence, and a clear production schedule. Read more here about what we look for to approve projects:. Seed&Spark will provide feedback on project materials from experts on Our team who provide guidance to best set the project up for success. At times, incorporating that feedback will be required in order to get a project approved. Approval or disapproval of a proposed Project is in the sole discretion of Seed&Spark, and Seed&Spark will incur no liability in connection with the approval or disapproval of any proposed Project, and you agree to and shall indemnify and hold Seed&Spark harmless for any and all liability and/or damage incurred by it (including reasonable attorneys’ fees and costs) resulting from such approval or disapproval.

II. Project Owner Rules

The following rules are applicable to Project Owners who hereby agree to be bound by same, in addition to all other rules and regulations applicable to Users under these Terms of Service:

A. Setting up and maintaining your campaign

1. A Project Owner must provide and maintain throughout the course of its Project a valid email address, so that Seed&Spark and Supporters can contact the Project Owner, and you hereby agree to receive emails from Company and be responsive to same. Further, Company may provide to Project Owner a new email address tied to the Project and your use of the Services related thereto, which you hereby accept. A Project Owner cannot change the name of its Project without the approval of Seed&Spark.
2. The Project Owner can edit the campaign and add appropriate items to the WishList at any time, but can only remove items during a campaign with the approval of Seed&Spark, unless the request for the item has been filled.
3. Project Owners may not offer or sell securities, equity investments, ownership interests or distribution rights in their Projects through Seed&Spark. Pledges to Projects using Seed&Spark are limited as set forth in these Terms of Service and on the Site. If a Project Owner plans to offer or is offering securities or equity investments in their Projects other than through Seed&Spark, whether under Regulation D of Securities Act of 1933 or otherwise, Seed&Spark recommends that the Project Owner confer with their legal advisor regarding the propriety of starting a Project and seeking pledges through Seed&Spark.
4. Project owners are not permitted to offer any contest, competition, reward, giveaway, raffle, sweepstakes or similar activity (each, a “Promotion”) on or through the Services.
5. Project owners may not offer as incentives access to controlled substances.
6. Project owners may not designate a portion of their crowdfunding raise for charity unless the charity is the designated Fiscal Sponsor of the campaign and receiving funds directly.
7. Project Owners may designate a legal entity to which funds will be directed, and any such entity will be included in the definition of Project Owner as used herein. By providing the name of any such entity to Seed&Spark, you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to the terms of this Agreement, that such entity is the legal entity responsible for the Project and accountable for the use of any funds raised for the Project on the Site, that any such use will be appropriate and at all times in accordance with these Terms of Service, and that you accept this Agreement on such entity's behalf.
8. Payment processing services for Project Owners on Seed&Spark are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms of Service or continuing to operate as a Project Owner on the Site, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time; provided, however, that this Agreement shall govern if there is any discrepancy between this Agreement and the Stripe Services Agreement. As a condition of Seed&Spark enabling payment processing services through Stripe, you agree to provide Seed&Spark accurate and complete information about you and (if applicable) your business, and you authorize Seed&Spark to share it and transaction information related to your use of the payment processing services provided by Stripe. Seed&Spark shall have no liability for transactions or interactions with the third-party payment processor, including without limitation in any instance where a pledge has been made by a Supporter and such Supporter fails to pay such pledge in a timely manner if and when collection comes due. Project Owner understands and agrees to accept all risks associated with pledges that are made and that there is a risk that if and when such pledges come due for collection, the Supporter may fail to make good on payment (even after funds have already been provided to Project Owner); any such failure shall in no event be Company’s responsibility, and Project Owner agrees not to and shall not seek any remedies or damages from Company with respect to such collections, and if applicable, shall return the disputed funds to Company or be charged for same as provided for hereinabove. Project Owner understands and agrees that recourse for any such failures may only be made by Project Owner directly against the Supporter that failed to make good on their pledge.
9. Subject to the other provisions herein (including the repayment provisions provided below), Project Owners acknowledge and agree that funds, loans and gifts of goods and services pledged by Supporters (referred to as "pledges") will only be released to them if the Project has received pledges of eighty percent (80%) of the funds sought (“Green Light” status). Funds will be released 7 business days after the end of the fundraising period, unless there is additional verification required by Stripe. If the Project does not receive pledges of 80% of the funds sought by the fundraising deadline, Seed&Spark will not charge the Supporters’ credit cards and no funds will be released to the Project Owner.
10. Project Owners must ensure that the determined value of incentive rewards offered are reasonably consistent with the corresponding WishList tier level, and Project Owner is fully responsible for all such determinations. Project Owners are required to fulfill in a timely manner the incentive rewards promised in their WishList, if their fundraising is successful. Project Owners shall contact each Supporter of their Project in a timely manner after such Supporter makes a pledge to arrange for incentive fulfillment; if a Project Owner is unable to meaningfully contact and interact with any Supporter, Project Owner shall immediately inform Company of same and Company may withhold such Supporter’s pledged amount until meaningful contact is established between Project Owner and such Supporter, and evidence of same is provided to Company. Notwithstanding the foregoing, Company may in any instance withhold the provision of pledged funds if it believes (in its sole discretion) that such pledge may ultimately not be honored, is fraudulent, or is suspicious in any manner. Project Owners will make a good faith attempt to fulfill each incentive reward by its Estimated Delivery Date. If a Project Owner cannot fulfill an incentive reward, the Project Owner must promptly and fully refund any money pledged by any Supporter whose reward they do not or cannot fulfill, including any fee deducted by Seed&Spark (for which, once earned, Seed&Spark shall never be liable to Project Owner and/or Supporter). Project Owners are not required to fulfill the corresponding incentive reward for approved pledge cancellations or refunds. If a Project Owner cancels a Project after they have received the funds, the Project Owner must promptly and fully refund any money pledged by any Supporters, including any fee deducted by Seed&Spark. Seed&Spark is not obligated to refund its fee to a Supporter once funds have been released to the Project Owner. Any incentive reward offered must be lawful under all applicable laws, including without limitation state and federal securities laws, and compliance with same is the sole responsibility of Project Owner in every instance. Seed&Spark makes no representation of any kind to Project Owner, any Supporter, or otherwise, that an incentive reward is lawful and/or compliant as required under any law, rule, and/or regulation, and Project Owner hereby releases, indemnifies, and holds Seed&Spark harmless from any and all liability, costs, and/or damages (including reasonable attorneys’ fees and costs) that result from or relate to any failure of such compliance regardless of fault.
11. Project Owners’ representations regarding their production schedule and distribution plan will be made in good faith and Project Owners will use commercially reasonable best efforts to ensure accuracy and maintenance of their proposed schedule.
12. By starting a Project, the Project Owner is offering the public the opportunity to enter into a contract with Project Owner to provide funding or other pledges to the Project. Seed&Spark is not a party to that agreement between the Project Owner and the Supporter.
13. Seed&Spark reserves the right to cancel a pledge at any time and for any reason. Seed&Spark reserves the right to reject, cancel, interrupt, remove, or suspend a Project at any time and for any reason. Seed&Spark is not liable for any damages as a result of any of the aforementioned actions.
14. Seed&Spark makes no guarantee regarding the number or amount of pledges, or the amount of any Project Funding payment to be made to you or the Project under this Agreement.
15. Any Project Funding payments may be subject to verification of the identity of the Project Owner, the use of funds, and the timeline of the Project. The verification procedure may involve an interview and/or document review if deemed necessary and may vary from time to time in Seed&Spark’s sole discretion. Project Owner agrees that Project Funding may only be used on behalf of the Project, and that Project Funding will not be used for any other purpose. Project owner agrees that if at any time while a fundraising period is open or within thirty (30) days after the close of a fundraising period, Seed&Spark makes a good faith determination that the identity of the Project Owner or the timeline of the Project are not as represented on the Site or in the Project Profile, or that the Project Funding has not been used solely on behalf of the Project, the Project Owner will promptly refund the entire amount of Project Funding to the Supporters, including any fees deducted by Seed&Spark. Seed&Spark may change, amend, alter, or modify the rules regarding fundraising at any time. If you do not accept a change we make to the fundraising rules, your sole remedy shall be to terminate your Project.

B. Payment Failures

Because of occasional failures of payments from Supporters, Seed&Spark cannot and does not guarantee receipt or validity of any amount(s) pledged or provided to Project Owner. Seed&Spark is neither responsible nor liable for the failure of a Supporter to pay any amount pledged to a Project, and has no responsibility to take action on behalf of Project Owners or otherwise for collections of payments from Supporters that do not fulfill their payment obligations at any time. PLEASE READ THE FOLLOWING IMPORTANT RULES AND REQUIREMENTS, TO WHICH PROJECT OWNER AGREES TO BE BOUND:

FOR THE AVOIDANCE OF DOUBT, AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, PROJECT OWNER (AND NOT COMPANY OR ANY THIRD PARTY PROCESSING COMPANY WITH WHOM COMPANY DEALS, INCLUDING STRIPE) SHALL BE SOLELY AND ULTIMATELY RESPONSIBLE IF ANY PLEDGE IS DISPUTED AT ANY TIME, INCLUDING AFTER FUNDS HAVE BEEN TRANSFERRED TO PROJECT OWNER.

PROJECT OWNERS SHALL BE REQUIRED TO PROVIDE A VALID CREDIT CARD AT THE TIME OF STARTING A PROJECT, WITH AN ADEQUATE LIMIT TO COVER ANY FAILURE BY PROJECT OWNER TO TIMELY REPAY ANY DISPUTED FUNDS AS PROVIDED FOR HEREINABOVE, AND COMPANY IS HEREBY AUTHORIZED TO CHARGE SUCH CREDIT CARD IN ORDER TO BE REIMBURSED ANY SUCH DISPUTED AMOUNTS.

IF A DISPUTE REGARDING A PLEDGE OCCURS, PROJECT OWNER WILL BE NOTIFIED THAT A DISPUTE HAS BEEN FILED, AND WILL BE RESPONSIBLE FOR PROVIDING EVIDENCE TO ATTEMPT TO RESOLVE THE DISPUTE IN PROJECT OWNER’S FAVOR. DEPENDING ON THE CARD ISSUER, DISPUTED FUNDS MAY BE IMMEDIATELY WITHDRAWN FROM THE STRIPE CONNECT ACCOUNT, THE CONNECTED BACK ACCOUNT, OR CHARGED TO THE CREDIT CARD ON FILE ALL IN ACCORDANCE WITH STRIPE’S TERMS OF SERVICE. IF DISPUTED FUNDS HAVE ALREADY BEEN TRANSFERRED TO PROJECT OWNER, DURING THE TIME WHEN ANY DISPUTE IS ONGOING, PROJECT OWNER AGREES NOT TO USE OR TRANSFER ANY OF THE FUNDS IN DISPUTE. IF THE SUPPORTER’S DISPUTE IS FOUND VALID (WHICH MAY TAKE UP TO 60 DAYS OR LONGER), PROJECT OWNER SHALL BE REQUIRED TO RETURN THE DISPUTED FUNDS TO COMPANY IMMEDIATELY UPON REQUEST FOR SAME; FAILURE TO DO SO SHALL RESULT IN INTEREST BEING CHARGED AND DUE FROM PROJECT OWNER TO COMPANY IN THE AMOUNT OF 1% PER MONTH, COMPOUNDED MONTHLY, UNTIL THE ENTIRE AMOUNT DUE IS RETURNED TO COMPANY; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE FOREGOING, IF THE DISPUTE IS IN THE AMOUNT OF $500 OR GREATER, PROJECT OWNER AGREES TO AND SHALL RETURN THE DISPUTED FUNDS TO COMPANY IMMEDIATELY UPON BEING NOTIFIED OF THE DISPUTE AND FAILURE TO DO SO SHALL RESULT IN INTEREST BEING CHARGED AND DUE FROM PROJECT OWNER TO COMPANY IN THE AMOUNT OF 1% PER MONTH, COMPOUNDED MONTHLY, UNTIL THE ENTIRE DISPUTED AMOUNT IS RETURNED TO COMPANY. IN SUCH INSTANCES WHERE THE DISPUTE IS $500 OR GREATER, COMPANY SHALL HOLD THE DISPUTED AMOUNTS AND SHALL DISPERSE SUCH FUNDS AS REQUIRED BY THE OUTCOME OF THE DISPUTE.

SEED&SPARK IS NOT A GUARANTOR OF ANY PLEDGES MADE, AND SHALL NOT BE LIABLE OR HELD RESPONSIBLE FOR ANY FAILURE BY A SUPPORTER TO HONOR A PLEDGE, REGARDLESS OF WHEN SUCH FAILURE OCCURS. IF SUCH A FAILURE OCCURS, PROJECT OWNER’S SOLE RECOURSE SHALL BE AGAINST THE SUPPORTER THAT FAILED TO HONOR SUCH SUPPORTER’S PLEDGE.

IF A PROJECT OWNER MAKES A PLEDGE TO HIS/HER OWN PROJECT, PROJECT OWNER MUST FULFILL THAT PLEDGE UPON THE SAME TERMS AS ANY OTHER SUPPORTER. IF THE PAYMENT FROM A PROJECT OWNER IS DECLINED AFTER THE FUNDRAISING PERIOD AND THE DECLINATION OF THAT PAYMENT RENDERS THE TOTAL AMOUNT RAISED TO BE LESS THAN 80% OF THE GOAL, ALL MONIES MUST BE RETURNED TO SUPPORTERS. IF ANY SUCH DECLINE OF PAYMENT OCCURS, PROJECT OWNER AGREES THAT SAME SHALL BE DEEMED PRIMA FACIE EVIDENCE OF PROJECT OWNER’S INTENT TO DEFRAUD SEED&SPARK AND THE OTHER PROJECT SUPPORTERS, AND PROJECT OWNER SHALL BE SUBJECT TO ANY AND ALL AVAILABLE REMEDIES BY SUCH DEFRAUDED PARTIES, ALONG WITH POSSIBLE CRIMINAL CHARGES BY APPROPRIATE AUTHORITIES.

C. Loans and Gifts of Goods and Services

1. All loan and gift transactions are solely between the loaning or gifting User and the Project Owner.
2. Seed&Spark is not responsible for brokering a loan or gift transaction in any way, beyond putting the User in contact with the Project Owner.
3. Seed&Spark will not be liable in any manner with respect to agreements or pledges to loan or gift items to a Project, nor with respect to any loaned or gifted items, including the condition of any such items, whether upon loan or return.
4. Seed&Spark will not be liable for lost, stolen, destroyed or damaged items, or for loaned items that are otherwise not returned or returned in a condition other than as originally loaned. Any and all such liability shall remain solely with Project Owner, and Supporter agrees not to seek remedies from Company for any such damage or destruction.
5. Loans may not constitute more than 40% of the campaign funding goal.

D. When your campaign is successful

1. If a Project is successfully funded using Seed&Spark’s platform and tools, Project Owner is required to produce the promised film, show or pitched project substantially as represented in their Project Profile on the Site. Failure to do so, however, shall not result in any liability to Seed&Spark, and Project Owner agrees to and shall be solely responsible for and indemnifies Seed&Spark against any and all damages resulting from such failure (including without limitation for reasonable attorneys’ fees and costs).
2. If a Project is successfully funded using Seed&Spark’s platform and tools, Project Owner agrees to and shall acknowledge Seed&Spark by including the Seed&Spark name and logo in the credits of the completed Project, in accordance with the specifications provided on the Project Owner’s Project dashboard.
3. Any Project Funding payments may be subject to verification of the identity of the Project Owner, the use of funds, and the timeline of the Project. The verification procedure may involve an interview and/or document review if deemed necessary and may vary from time to time in Seed&Spark’s sole discretion. Project Owner agrees that Project Funding may only be used on behalf of the Project, and that Project Funding will not be used for any other purpose. Project owner agrees that if at any time while a fundraising period is open or within thirty (30) days after the close of a fundraising period, Seed&Spark makes a good faith determination that the identity of the Project Owner or the timeline of the Project are not as represented on the Site or in the Project Profile, or that the Project Funding has not been used solely on behalf of the Project, the Project Owner will promptly refund the entire amount of Project Funding to the Supporters, including any fees deducted by Seed&Spark. Seed&Spark may change, amend, alter, or modify the rules regarding fundraising at any time. If you do not accept a change we make to the fundraising rules, your sole remedy shall be to terminate your Project.
4. Project Owner shall have full responsibility for applicable taxes for all Project Funding paid under this Agreement, and for compliance with all applicable labor and employment requirements with respect to your self-employment, sole proprietorship or other form of business organization, and with respect to your employees and contractors, including state worker's compensation insurance coverage requirements and any U.S. immigration visa requirements. Project Owner agrees to indemnify, defend and hold harmless Seed&Spark from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on Seed&Spark by the relevant taxing authorities with respect to any Project Funding paid to you.
5. The Project Funding monies that are distributed from Seed&Spark to Project Owners may be taxable, and the Project Owner bears the responsibility to file income tax returns and to pay income tax on Project Funding if required. Seed&Spark and/or the third-party payment processor, as applicable, will issue Form 1099 or Form 1099k to persons provided Project Funding as it deems appropriate under applicable laws. Each Project Owner is required to submit to Seed&Spark a W-9 Form in order to commence a Project. That form will reflect the full gross amount raised on the platform, Project Owners are advised to consult your tax advisor for more information on deducting site fees, credit card fees, etc; Seed&Spark provides no tax or legal advice and none should be inferred by these Terms of Service or otherwise.
6. All pledges paid to a Project Owner will constitute "Project Funding," and the Seed&Spark fee and all other Project Funding requirements will apply. Seed&Spark is not responsible for any error or omission in the payment information provided by a Project Owner. If fundraising is successful, Project Funding, less Seed&Spark’s fee and any third-party processing fees, will be disbursed to the Project Owner's bank account according to the Project's disbursement details (as set by Project Owner through Stripe).
7. Project Owners agree to post periodic updates regarding the status of the Project, including any changes or delays in the production schedule or the delivery date of incentive awards.
8. Project Owner is required to produce the promised film, show or pitched project substantially as represented in their Project Profile on the Site. Failure to do so, however, shall not result in any liability to Seed&Spark, and Project Owner agrees to and shall be solely responsible for and indemnifies Seed&Spark against any and all damages resulting from such failure (including without limitation for reasonable attorneys’ fees and costs).
9. Project Owner agrees to and shall acknowledge Seed&Spark by including the Seed&Spark name and logo in the credits of the completed Project, in accordance with the specifications provided on the Site.

FISCAL SPONSORSHIP TERMS OF SERVICE

Last Updated: March 15, 2021

PLEASE READ THESE FISCAL SPONSORSHIP TERMS OF SERVICE (THIS “AGREEMENT” OR THE “FS TERMS OF SERVICE.” FS TERMS OF SERVICE ARE INCORPORATED INTO THE TERMS OF SERVICE AND MADE A MATERIAL PART THEREOF BY REFERENCE) CAREFULLY BEFORE USING THE SERVICES OFFERED BY SEED&SPARK, INC. ("SEED&SPARK", “WE,” “US”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SITE AND/OR SERVICE WITH RESPECT TO ANY PROJECT UTILIZING FISCAL SPONSORSHIP, WHETHER YOU ARE A PROJECT OWNER, SUPPORTER, AND/OR USER. ANY TERM USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANING ASCRIBED TO IT IN THE COMPANY’S TERMS OF SERVICE, WHICH CAN BE FOUND ABOVE, TO WHICH YOU ARE ALSO BOUND.

1. Recitals

Seed&Spark is a multi-faceted entity that, among other endeavors, provides funding facilitation to independent filmmakers through fiscal sponsors; and

Seed&Spark has arrangements with certain charitable, not-for-profit, and/or 501(c)(3) organizations (each a “Sponsor” or collectively, “Sponsors”) that offer, provide, or intend to provide fiscal sponsorship for certain Projects that plan to or are currently pursuing funding facilitation through Seed&Spark.

If you intend to use the Fiscal Sponsorship services, you are bound by the Terms of Service and you agree as follows:

2. Services

Seed&Spark at times may make available certain Projects for fiscal sponsorship application with a Sponsor. Said Projects shall each be subject to both Seed&Spark’s and the applicable Sponsor’s independent terms and conditions. Seed&Spark and Creator both understand and agree that the Project must complete Sponsor’s fiscal sponsorship application process and be approved for fiscal sponsorship. The process is at Sponsor’s sole discretion pursuant to its policies, application procedures, and applicable laws, rules and regulations. Seed&Spark may assist you with any such Project, whether related to Sponsor’s application process, providing support for Project, or otherwise; provided, however, that you understand and agree to be subject at all times to the terms and conditions of this Agreement and any Sponsor guidelines, rules, and/or requirements with respect to an applicable Project. In no instance, however, will We be required by this Agreement or otherwise to continue to work on and/or support any Project. By accepting these terms, you agree not to use the Seed&Spark’s or Sponsor’s name, brand(s), and/or intellectual property of any kind or nature except as specifically allowed by Seed&Spark and/or Sponsor, and in any event will never use same in a negative, disparaging, ridiculing, mocking, or defamatory manner (regardless of the veracity or purported veracity of such use), which restriction shall extend to your owners, managers, employees, agents, and/or legal representatives.

3. Term; Acceptance of Terms

Agreement to these terms shall commence upon your acceptance by “checking-the-box” regarding fiscal sponsorship and/or however else We reasonably require your agreement to such terms/conditions, and shall continue thereafter indefinitely (the “Term”). If you do not agree to the terms and conditions provided for herein, you will not be allowed to participate with or in any Sponsor-affiliated Project through Seed&Spark.

4. Limited Agent Sponsors have appointed Seed&Spark as Sponsors’ non-exclusive agent for the limited purpose of receiving pledges on behalf of certain Projects approved for fiscal sponsorship by a Sponsor. With respect to each approved Project, We have agreed to report to Sponsor, in a timely manner, each pledge less Transaction fees.

5. Independent Contractor

You understand and agree that other than the limited agent role in Section 4 above, the relationship of Seed&Spark and a Sponsor shall be that of independent contractor and not as an employee, agent, representative (legal or otherwise) of the other for any purpose whatsoever, and neither party is or shall be liable for any benefits, taxes, or any other payments and/or obligations of the other party. This Agreement does not create any relationship of partnership, joint venture, or other agency between you and Seed&Spark or any Sponsor, and you agree not to and shall not make any representation to such effect. You understand and agree that Seed&Spark, as a service provider to each Project, accepts certain fees in connection with each such Project.

6. Disclaimers; Limitation of Liability; Indemnification

(A) Seed&Spark hereby disclaims any and all responsibility, obligation and/or liability with respect to Sponsor’s fiscal sponsorship of each Project (if and as applicable), and you understand and agree that at all times during the Term, Sponsor is solely responsible for maintaining its non-profit status (including without limitation its 501(c)(3) status, if applicable); failure by Sponsor to maintain such status is not Our responsibility and, to the extent you contribute to or have any involvement in such failure (by your use of the Service or otherwise), you hereby release and waive any and all claims you may have against Seed&Spark pertaining to same.

(B) You understand and agree that Seed&Spark is a for-profit entity and does not itself offer fiscal sponsorship as part of its services. If you choose to be associated with a Project that is fiscally sponsored or otherwise associated with a Sponsor, you do so with full knowledge of same and you knowingly and willingly accept any risks associated with same. We make no representations or warranties, including without limitation tax implications, if any, of working with or being a part of a Sponsor-affiliated Project. You hereby indemnify and hold Seed&Spark harmless for and against any and all damages, liability, claims, proceedings, and/or costs/expenses incurred by you with respect to any Sponsor-affiliated Project.

(C) You acknowledge that the disclaimers and protections contained in this Section 6 are reasonable and necessary in order to protect Seed&Spark’s legitimate business interests, and that any violation of these provisions by you would result in damages to Us, for which you hereby agree to and shall indemnify Seed&Spark (including for related attorneys’ fees and costs). This Section 6 shall survive indefinitely.

7. Governing Law; Venue

The provisions of these FS Terms of Service shall be governed by the laws of the State of California without regard to principles of conflicts of laws. You agree that any dispute concerning or pertaining to this Agreement shall be brought in the State or Federal Courts located in the County of Los Angeles, State of California.

8. Miscellaneous

This Agreement is severable and if any provision or application thereof is held invalid, that invalidity shall not affect other provisions or applications of the Agreement which are still valid without the invalid provisions. The headings of in this Agreement are for convenience only and shall not be used to interpret the terms of this Agreement. Your acknowledgement of these FS Terms of Service in the manner provided for by the Seed&Spark shall be deemed your acceptance and approval of same. You represent and warrant that you have the requisite authority to agree to this Agreement and abide by and be bound by its terms.

9. Waiver of Breach

No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.

10. Miscellaneous

This Agreement is an integrated document and constitutes and contains the complete understanding and agreement of the parties with respect to the subject matter addressed herein. To the extent this Agreement is applicable to you, in the case of any conflict between any provision (or portion thereof) of these FS Terms of Service and the Terms of Service, this Agreement shall govern with respect to such provision (or portion thereof) only, and you agree to continue to be bound by all other provisions hereof and/or in the Terms of Service. If you have any questions regarding these Terms of Service, please feel free to contact the Seed&Spark.

Disclaimer of Liability

READ THE FOLLOWING CAREFULLY AS IT LIMITS OUR LIABILITY.

The Seed&Spark Service is provided “AS IS,” without warranties of any kind. We expressly disclaim any representations and warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. We shall have absolutely no liability in connection with the Seed&Spark Service or any other services provided by Seed&Spark including without limitation, any liability for damage to your hardware, software, and business resulting from the Seed&Spark Service or otherwise.

We make no warranty, representation or guarantee as to Seed&Spark Service. We make no warranty, representation or guarantee that the Seed&Spark Service will be uninterrupted or error free or that any defects can be corrected.

SUPPORTER TERMS OF SERVICE

Last Updated: March 15, 2021

Seed&Spark provides Users the opportunity to follow any of the campaigns currently funding or that have completed funding. A "follower" is defined as an individual user who clicks the "follow" button in order to receive campaign updates or to participate in the momentum of a crowdfunding project, or to stay in touch with a completed project. Each follower's account must be attached to a valid and verifiable email address that belongs to the person named on the account.

Seed&Spark also provides Users the opportunity to make pledges to any Project listed on our Site during the designated campaign period. You can make pledges to as many Projects as you choose.

Pledges come in three categories:

1. Pledge cash towards a specific WishList Item
2. Make a cash pledge in any amount (either one-time or on a subscription basis as more specifically provided for herein and on the Site)
3. Loan or gift an item or service from the WishList

A Supporter can make a pledge of any amount (whether towards a WishList item or as a cash pledge). At the time a cash pledge is made, Stripe will add the Supporter’s required credit or debit card information to it’s payment system, as applicable (and depending on the card provider, Supporter may see a pre-authorization), and the supporter will be asked upon checkout if they would like to add a tip to their pledge to help cover the cost of Seed&Spark services on behalf of its creators. If pledges to the Project reach at least 80% fulfillment of the Project’s funding goals and the campaign ends, the Supporter’s card will be charged at that time. If you made a cash pledge or funded a WishList item of a Project campaign that is not successful (i.e. does not receive 80% or more of the funding goal within the Project campaign time period), your card will not be charged.

Seed&Spark “Patrons” are subject to the Supporter Terms of Service.

What happens when you pledge to a Project:

1. You automatically become a “follower” and will receive updates via email notification from the Project Owner. You can opt-out of these updates in your Notification Settings in your User Profile.
2. The Project will appear under the “Projects I’m Supporting” section of your User Profile.
3. You can opt to support a Project anonymously (except in the case of loans or gifts) in which case the Project will not appear on your User Profile and your pledge will be listed as “Anonymous.” The funding amount will still appear in your User Profile.
4. Seed&Spark provides to the Project Owner each Supporter’s User ID and pledge amount, incentive selection, as well as other details provided by the Supporter in the Supporter’s User Profile such as links to social media profiles and location city.

Supporters agree:

1. to provide their payment information at the time they pledge to a Project as required by Seed&Spark and/or any Company-approved third-party payment processors (such as Stripe). The amount Supporters pledge to pledge is the amount they will be charged upon the close of a successful campaign (a campaign that reaches 80% or more of its WishList total);
2. to authorize Seed&Spark and its third-party payment processors to charge on Supporter’s payment card or other payment method for an amount up to the full pledge and additional tip immediately upon close of a successful campaign; and
3. to have sufficient funds or credit available at the funding deadline to ensure that the pledge and tip will be collectible.

Additional Supporter terms:

1. By starting a Project, the Project Owner is offering the public the opportunity to enter into a contract with the Project Owner to provide funding or other pledges to the Project. By being a Supporter, the Supporter accepts that offer and a contract between the Project Owner and the Supporter is formed. Seed&Spark is not a party to that agreement between the Project Owner and the Supporter.
2. Loans or gifts are brokered between the Supporter and the Project Owner, Seed&Spark is not a party to the transaction in any way.
3. Supporter agrees that, after a cash pledge is made, such Supporter shall update such Supporter’s payment information so as to make sure such cash pledge can be fulfilled if and when a campaign is successful (i.e. when pledges to the Project reach at least 80% fulfillment of the Project’s funding goals). As a condition of Seed&Spark enabling payment processing services through Stripe, you agree to provide Seed&Spark accurate and complete information about you and (if applicable) your business, and you authorize Seed&Spark to share it and transaction information related to your use of the payment processing services provided by Stripe. Seed&Spark shall have no liability for transactions or interactions with the third-party payment processor.
4. If you pledge cash to a successful Project (a campaign that receives pledges of 80% or more of their WishList total value), transactions are non-refundable by Seed&Spark. These pledges are made at your sole risk and based on your sole discretion. You are solely responsible for determining whether a pledge (or any portion thereof) is tax-deductible, and are advised to consult a tax professional; provided, however, that You fully understand and agree that your pledge may very well not be tax-deductible and that Seed&Spark makes no such determination or provides any guidance whatsoever with respect to same.
5. Any tips to Seed&Spark collected as a part of the project contribution are non-refundable.
6. Seed&Spark does not warrant or guarantee the use of any Project Funding or the outcome of any Project and specifically disclaims any responsibility with respect to same.

A SUPPORTER UNDERSTANDS AND AGREES THAT IT HAS A LEGAL OBLIGATION TO MAKE GOOD ON A PLEDGE, IN A TIMELY MANNER, IF AND WHEN A CAMPAIGN IS SUCCESSFUL; FAILURE TO DO SO MAY RESULT IN LEGAL ACTION AGAINST SUCH SUPPORTER BY THE PROJECT OWNER.

Making a pledge does not:

1. Give you any rights in or to that Project, including without limitation any ownership, control, equity, investment or distribution rights;
2. Give you any rights to limit the ability of the Project Owner to solicit other funding for the Project, enter into contracts for the Project, allocate rights in or to the Project or direct the Project or Project Owner in any way;
3. Give you rights to distribute, license, or otherwise screen the film except as agreed upon with the Project Owner;
4. Give you any rights to restrict or otherwise limit Seed&Spark's right to enter into agreements or business relationships relating to Projects, or provide you any rights in and to Seed&Spark, the Site and/or the Service. The only rights provided to you upon making a pledge are as specifically set forth herein and on the Site.
5. Grant you any rights to demand a refund from a Project Owner unless the Project Owner is unable or unwilling to fulfill the incentive reward or cancels the Project.

Project Extension:

From time to time, Seed&Spark may deem that a Project requires more time for its fundraising campaign. If the Project Owner agrees, Seed&Spark may grant a Project a campaign time extension. This is for the benefit of the Project Owners and its Supporters. Supporters who have made pledges to these Projects may not revoke their pledges based on a Project extension.

Project Success

Seed&Spark does not guarantee that any Project's funding goals will be met. A Supporter is responsible for any due diligence they deem necessary to decide to make a pledge. Seed&Spark may at its sole discretion and judgment require the refund of pledges, but is under no obligation to do so for successful Projects. Supporter acknowledges and agrees that your pledges are between Supporter and the Project Owner, and that Seed&Spark is not responsible for pledge transactions, including without limitation any personal or payment information Supporter provides.

Loans and gifts of Goods and Services

1. All loan and gift transactions are solely between the loaning or gifting User and the Project Owner.
2. Seed&Spark is not responsible for brokering a loan or gift transaction in any way, beyond putting the User in contact with the Project Owner.
3. Seed&Spark will not be liable in any manner with respect to agreements or pledges to loan or gift items to a Project, nor with respect to any loaned or gifted items, including the condition of any such items, whether upon loan or return.
4. Seed&Spark will not be liable for lost, stolen, destroyed or damaged items, or for loaned items that are otherwise not returned or returned in a condition other than as originally loaned. Any and all such liability shall remain solely with Project Owner, and Supporter agrees not to seek remedies from Company for any such damage or destruction.
5. Loans may not constitute more than 40% of the campaign funding goal.

Incentives

Incentives offered by Project Owners for pledges of any kind to a Project are strictly between the Project owner and the Supporter. For some incentive rewards, the Project Owner will need further information from Supporters, such as a mailing address or t-shirt size, to enable the Project Owner to deliver the incentive rewards. To receive the reward, Supporters agree to provide the reasonably requested information to the Project Owner and failure to do so in a timely manner will release Project Owner from the obligation to deliver such incentive awards without any obligation to return the pledge.

Project owners may not offer as an incentive, nor may a Supporter receive: investment allocation or “back-end points” on a project; raffle or contest entry; cryptocurrency or NFTs; or access to controlled substances.

Seed&Spark does not represent, warrant or guarantee:

Incentives will be delivered; Incentives will be satisfactory to you; or the use of pledges (even when a supporter chooses to fund a WishList item) or the outcome of the campaign.

Deductibility; No Tax Representations

Seed&Spark makes no representations regarding the deductibility of any pledge for tax purposes. Supporters are directed to consult your tax or legal advisor for more information. Projects that have agreements with a Fiscal Sponsor may be able to provide deductibility through the agreement with that Fiscal Sponsor, in which instances only Seed&Spark may act as a limited agent for the Fiscal Sponsor, all as more specifically provided for in the Fiscal Sponsorship Terms of Service below. In such instances, deductibility would then be the sole responsibility of the Fiscal Sponsor, to whom Seed&Spark will provide a supporter’s name, email address and pledge amount. Please refer to the Fiscal Sponsorship Terms and Services provided hereinbelow for further details.