1. Who We Are: Edited
Founded and headquartered in San Francisco, California, Donatello is a group of civic-minded social entrepreneurs trying to bring a unique online ticketing offering to the world, whereby public and private charity event tickets may be purchased and sold through a cheaper, more charitably inclined online business model which reinforces philanthropic giving among the public and Donatello’s users.
We are anonline ticketing and registration platform dedicated to bringing the World together through charitable event experiences, where you can list your event (and sell tickets) more cheaply than our competitors and do good in the community through ticket purchases and online donations, in many cases with 100% tax deductibility (when an event is fully funded by a third party which does not recoup it’s costs through revenue recapture through ticket sales or auction sales, etc.). Through our platform, mobile apps and services, we enable people all over the World to create, discover, share and register non-profit events, gatherings, socially conscious activities for a low 1% fee (not including the fees that credit card processors charge; i.e., up to 3%).
51% of all Donatello’s net income goes to charity, paying back our fair share to society in areas of need all around the World. From Tanzania, to Texarkana, we help the needy gain food, shelter, education, and a leg up in society to better their lives and empower themselves to be self-sufficient and live happier, more comfortable lives.
1.2 The Services.
Donatello’s websites and domains, including www.donatello.org and all of the webpages, subdomains, country level domain variants and subparts of those websites (collectively, our “Site”), all of the services available on or through the Site or otherwise provided by us (including our application programming interfaces), and all of our free mobile applications, are offered, maintained and provided by Donatello. We refer to all of these as our “Services.”
Through the Services, Donatello provides a simple and quick means for registered users who are charitable event organizers, planners and other organizations (“Organizers”) to create event registration, speaker profile, organizer profile, fundraising and other webpages related to their events, to promote those pages and events to visitors or browsers on the Services and to sell tickets and registrations, solicit donations and sell merchandise related to those events to users who wish to make purchases, registrations or donations from or to such events (including to free events) (“Attendees”). We refer to Organizers, Attendees and other visitors and browsers of the Services collectively as “Users” or “you.”
1.4 Contracting Party.
If you are a User located anywhere in the World, the Services are being provided to you by, and you are entering into these Terms of Service with, Donatello, in San Francisco, California located at 50 California Street, 15th Floor, San Francisco, CA 94111.
2. Our Terms Of Service:
2.1 Terms of Service Agreement.
The following pages contain our Terms of Service Agreement (“Terms of Service”). These Terms of Service govern all of our Services, all of which are offered subject to your acceptance without modification of these Terms of Service. In addition to the Sections below, these Terms of Service include and incorporate by reference the following agreements, terms, policies, requirements and guidelines:
3. Your Acceptance:
3.1 Binding Agreement.
You agree to these Terms of Service and you enter into a binding contract with Donatello, either when you sign up for a registered account by clicking “Sign Up,” “Register Now,” “Get Started” or similar buttons, or if you are an unregistered Attendee, when you purchase a ticket to or register for an event (including free events) or purchase merchandise, a service or make a donation related to an event, in each case by clicking “Pay Now,” “Register Now,” “Buy Now” or similar buttons, or in accordance with Section 3.2 below. If you are not a registered user or an unregistered Attendee, you agree to these Terms of Service and you enter into a binding contract with Donatello by downloading Applications or using, accessing or browsing any part of the Services. If you do not agree to any portion of these Terms of Service, do not use or access the Services. If you will be using the Services on behalf of an entity, you agree to these Terms of Service on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity. If you do not have such authority, or if you do not agree to any portion of these Terms of Service, do not use or access the Services.
THESE TERMS OF SERVICE INCLUDE (A) AN ARBITRATION PROVISION FOR USERS LOCATED IN THE UNITED STATES; (B) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST DONATELLO AND (C) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST DONATELLO ARISING OUT OF DISPUTES BETWEEN YOU AND THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE SERVICES. BY USING ANY OF THE SERVICES, YOU AGREE TO THESE PROVISIONS.
Except to the extent set forth in Section 6.10 below, Donatello reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of these Terms of Service (or any of the agreements that make up these Terms of Service) at any time (collectively, “Modifications”). Modifications to these Terms of Service will be posted to the Donatello website with a change to the "Updated” date at the top of these Terms of Service. In certain circumstances Donatello may provide you with additional notice of such Modifications, via email or with in-Service notifications. Modifications will be effective thirty (30) days following the "Updated” date or such other date as communicated in any other notice to you, except that changes addressing new functions of the Services or which do not impose any additional burdens or obligations on you will be effective immediately. It is your responsibility to check these Terms of Service periodically for Modifications. Your continued use of the Services following the effectiveness of any Modifications to these Terms of Service constitutes acceptance of those Modifications as well. If any Modification to these Terms of Service is not acceptable to you, you must cease accessing, browsing and otherwise using the Services. Other than as set forth in this paragraph, these Terms of Service may only be modified through a written Ticketing Services Agreement or written Addendum Agreement, signed by you and an authorized officer of Donatello.
We may translate these Terms of Service (or any of the agreements that make up these Terms of Service) into other languages for your convenience. The English language version of each of these documents is the version that governs your use of the Services and in the event of any conflict between the English language version and a translated version, the English language version will control.
4. Term; Termination.
These Terms of Service are effective upon your Acceptance as set forth under Section 3.1 above and continue in effect until terminated.
4.2 Termination by Donatello:
Except to the extent we have agreed otherwise in a separate written Addendum Agreement or Ticketing Services Agreement between you and an authorized officer of Donatello, Donatello may terminate your right to use the Services at any time for (a) your violation or breach of these Terms of Service; (b) your misuse or abuse of the Services; or (c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose Donatello to legal liability. We will use reasonable efforts to provide you notice of any such termination. Further, you agree that Donatello shall not be liable to you or any third-party for any such termination of your right to use or otherwise access the Services.
4.3 Termination by You.
Except to the extent you have agreed otherwise in a separate written Addendum Agreement or Ticketing Services Agreement between you and an authorized officer of Donatello, you may terminate your access to the Services and these Terms of Service by deleting your account. If you need help deleting your account, please call (415) 227-5992. In the event there is a separate agreement between you and Donatello governing your use of the Services and that agreement terminates or expires, these Terms of Service (as unmodified by such agreement) shall govern your use of the Services unless and until you delete your account.
4.4 Survival of Terms.
All provisions of these Terms of Service that by their nature should survive termination of these Terms of Service shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licenses).
5. Important Legal Terms Governing All Use Of The Services
5.2 Disclaimer of Warranties.
DONATELLO PROVIDES OUR SERVICES USING A COMMERCIALLY REASONABLE LEVEL OF SKILL AND CARE AND WE TRY TO KEEP DONATELLO UP, BUG-FREE AND SAFE. BUT THERE ARE CERTAIN THINGS THAT WE DON’T PROMISE ABOUT OUR SERVICES AND YOU USE THE SERVICES AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DONATELLO HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF EXAMPLE, DONATELLO MAKES NO WARRANTY THAT (A) THE SERVICES (OR ANY PORTION OF THE SERVICES) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. YOU ACKNOWLEDGE THAT DONTELLO HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING ATTENDEES’, OTHER NON-ORGANIZERS’ AND ORGANIZERS’) CONTENT OR LISTINGS OR THE ABILITY OF ANY USER (INCLUDING ATTENDEES AND ORGANIZERS) TO PERFORM OR ACTUALLY COMPLETE A TRANSACTION AND DONATELLO IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND DONATELLO HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTIES.
Donatello provides a marketplace in which Attendees and Organizers can transact. However, Donatello could not function if it were held responsible for the actions or inactions of different Attendees, Organizers and/or third parties both on and off the Services. Therefore, as an inducement to Donatello permitting you to access and use the Services, you hereby agree to release Donatello, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including other Users) in connection with the Services or any event listed on the Services. In addition, you waive any applicable law or statute, which says, in substance:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."
5.8 Entire Agreement.
5.9 Choice of Law.
Except as set forth in Section 6.10 below, these Terms of Service and the provision of the Services to you are governed by the laws of the state of California, U.S.A., without reference to principles of conflict of laws.
5.10 BINDING ARBITRATION.The User is bound by all laws pertaining to Arbitration in the United State of America and other part of the World, as well.
ONLY FOR USERS LOCATED IN THE UNITED STATES:
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OF SERVICE OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED ONCE THIS SECTION IS EFFECTIVE.
(a) Contact Us First.
If you have a question or concern about the Services, please contact us first. Our customer support team will try to answer your question or resolve your concern.
(b) Agreement to Arbitrate.
In the unlikely event that our customer support team is unable to resolve your concerns, we each hereby agree to resolve any and all disputes or claims under these Terms of Service or with respect to the Services through binding arbitration or in small claims court (to the extent the claim qualifies) instead of in courts of general jurisdiction and only on an individual basis and not as part of any purported class, consolidated or representative proceeding. Arbitration, which is often cheaper, faster and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief as a court. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any federal, state or local court or agency, shall have the authority to resolve any dispute or claim relating to this Section, including, without limitation, the scope, enforceability and arbitrability of these Terms of Service. This arbitration provision shall survive termination of these Terms of Service. These Terms of Service evidence a transaction in interstate commerce and the interpretation and enforcement of this Section 6.10 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in Section 6.9 above.
(c) Scope of Agreement.
This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (i) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (iii) all claims that may arise after termination of these Terms of Service and/or your use of the Services.
(e) No Class Actions.
YOU AND DONATELLO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
(f) Notice of Dispute.
A party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”). The Notice to Donatello must be addressed to the address in Section 5.7 above (“Notice Address”) and must be sent by certified mail. The Notice to you must be addressed to a mailing, home or payment address currently on record with Donatello and must be sent by certified mail. If Donatello has no records of such physical address, such notice may be delivered to your Donatello account email address. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If Donatello and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Donatello may commence an arbitration proceeding.
(g) Arbitration Proceedings.
The arbitration will be governed by the Commercial Arbitration Rules, or, if the actions giving rise to the dispute or claim relate to your personal or household use of the Services (rather than business use), the Consumer Arbitration Rules (in each case, the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Section 6.10, and will be administered by the AAA and settled by a single arbitrator. The AAA Rules are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the terms of these Terms of Service. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Section 6.10. Unless Donatello and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location in the United States for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, AAA shall determine the location. If your claim is for ten thousand dollars ($10,000) or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds ten thousand dollars ($10,000), the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator shall be final and binding and judgment on the award rendered may be entered in any court having jurisdiction.
(h) Costs of Arbitration; Legal Fees.
i. Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA rules, provided that if you are initiating an arbitration against Donatello and the value of the relief sought is ten thousand dollars ($10,000) or less, then Donatello will advance all filing, administrative and arbitration costs and expenses imposed by AAA (subject to reimbursement as set forth below). If the circumstances in the preceding sentence apply, but the value of relief sought is more than ten thousand dollars ($10,000) and you demonstrate to the arbitrator that such costs and expenses would be prohibitively more expensive than a court proceeding, then Donatello will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to reimbursement as set forth below). In the event that the arbitrator determines that all of the claims you assert in arbitration are frivolous according to Federal Rule of Civil Procedure 11, you agree to reimburse Donatello for all such cost and expenses that Donatello paid and that you would have been obligated to pay under the AAA rules.
ii. Just as in any court proceeding, each party will initially bear its own attorneys’ fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such party’s request, the arbitrator shall award such prevailing party the reasonable attorneys’ fees and expenses that it incurred in connection with the arbitration, provided that to the extent that the dispute or claim relate to your personal or household use of the Services (rather than business use) Donatello will not seek to recover its attorneys’ fees and expenses in an arbitration initiated by you. The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys’ fees and expenses upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
(i) Future Changes.
Notwithstanding any provision in these Terms of Service to the contrary, you and Donatello agree that if Donatello makes any future change to this arbitration provision (other than a change to the Notice Address) Donatello will provide you with notice of such change and you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision as unmodified by such rejected change.
(j) Special Severability.
In the event that the provisions of Section 6.10(e) above are found to be invalid or unenforceable for any dispute or claim, then, notwithstanding Section 6.11, the entirety of this Section 6.10 shall be null and void with respect to such dispute or claim and Section 6.12 shall apply in lieu of this Section 6.10.
(k) Opt Out.
We believe that on a whole this agreement to arbitrate will benefit our Users. However, if you are an existing registered User and you do not wish to accept this agreement to arbitrate with respect to some or all of your accounts registered prior to October 1, 2015 you may opt-out by sending us a written notice to the Notice Address which (i) states you do not agree to this agreement to arbitrate, (ii) includes your name and all email addresses associated with the accounts you wish to opt-out, and (iii) is signed by the individual who owns the account, or in the event the account is held by an entity, an authorized signer for such entity (the “Opt-Out Notice”). The Opt-Out Notice must be received by November 14, 2015 in order to be effective; otherwise this agreement to arbitrate will be effective as of October 1, 2015. For new registered users and existing registered users who register new accounts following October 1, 2015, there is no option to opt-out and this provision will be effective as to such new accounts upon account creation. For unregistered Attendees and other Users, this provision will apply to all future activities on the Services after October 1, 2015. In the event that you opt-out of this agreement to arbitrate as set forth above, Section 6.12 shall apply.
6.11 Waiver; Invalid Provisions.
The failure or delay of Donatello to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these Terms of Service is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service shall remain in full force and effect.
6.12 Judicial Forum.
In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to Arbitrate or for any other reason, then any dispute or claim not subject to arbitration shall be resolved exclusively by a federal court located in San Francisco County, California, and to the extent there is no subject matter jurisdiction in such federal court, then a state court in San Francisco County, California. Both you and Donatello agree to submit to the personal jurisdiction and venue of such courts and agree that such forum is convenient.