#Terms and Conditions of OpenCollective
Users of the Services offered by OpenCollective acknowledge and accept these terms and conditions.
<br Owner of OpenCollective and related Services
340 S LEMON AVE #3717 Walnut 91789 CA USA
OpenCollective is a platform to collect money and disperse it in all transparency. Users can create a collective, act as backers or sponsors and become hosts of collectives. Hosting a collective means that the money collected by the collectives will be stored in their bank account on their behalf. In this case, in order to retrieve those donations and receive the reimbursement of the expenses occurred within the collective, core contributors of the collectives must submit such expenses with the picture or PDF of the receipt via the OpenCollective app (https://app.opencollective.com). The host will approve those expenses and the contributors of the collective will be reimbursed. The open source software used by OpenCollective is licenced under MIT Licence. All intellectual property and content belongs to the users who generated it or to their licensors and OpenCollective Inc. does not claim any right on any such content. Fees are 5% of the donations/dues received +credit card fees. OpenCollective currently uses Paypal and Stripe. OpenCollective is not responsible for the activities carried out by the Collectives that use it's platform, nor does due diligence on the validity and veracity of their claims. Accepting these termns implies you are also complying with the terms of the following service providers: Stripe, Paypal and Heroku.
This document is a legal agreement between you, the User, and the Company for your use of its website, (currently OpenCollective) and the Service provided.
“Legal agreement” means that the terms of this agreement are binding on the relationship between you and us once you have accepted the terms.
For simplicity, “User,” “you,” “your” and like terms refer to you, the User. “We,” “our,” “us” and like terms refer to OpenCollective Inc., which owns and manages the website and the apps.
####Acceptance of the Agreement In order to use the Services, you must carefully read and accept this Agreement by clicking the button for acceptance. If you don’t accept this Agreement you cannot use the Service.
OpenCollective is a platform to collect money and disperse it in all transparency. It also works as a “software as a service” (saas) platform that provides a quick and effective tool for handling the expenses/reimbursements within the Collective through its platform.
In a nutshell, whoever puts money in the Collective can "follow the money" and see all the transactions that are happening within the Collective that (s)he is part of.
Furthermore, members of the Collective can submit expenses via OpenCollective, and upon approval of the relevant expenses by the Collective’s Administrator, they will be reimbursed via OpenCollective. OpenCollective may also be used by Host as explained in the dedicated section of the Agreement.
The Service provided by the Company consists solely in maintaining the platform and provide the User with the accounting Software solution embedded therein. Under no circumstances the Company is involved in any monetary transaction that may take place among Users via OpenCollective either through the peer to peer payment tools available (i.e. Paypal and Stripe) or by any other means.
Registration, content displayed on OpenCollective and prohibited use of OpenCollective.
Users are welcome to explore OpenCollective but without registering User cannot use OpenCollective, only explore the projects showcased, gather some information about them and possibly share the project via the sharing buttons provided on the project page.
However, in order to create a Collective on OpenCollective or to back projects either as Backer or Sponsor, User must register in a complete and truthful manner and provide all the data requested in the registration form which may vary according to the type of account that User may want to activate.
If a User is registering on OpenCollective in his or her capacity as an employee, independent contractor or advisor to a corporate entity, then such corporate entity shall be bound by this Agreement.
In order to create a Collective on OpenCollective, User must register in a complete and truthful manner providing all the data requested in the form available in the relevant section of OpenCollective. User shall be solely responsible for keeping the login credentials confidential. Any use not authorized of such credentials, and any consequences thereof, shall be the responsibility of User and not of the Company. The User who creates a Collective is set by default as one of the Core Contributors of the Collective. However, if the User who creates the Collective wishes to assign such role and/or appoint other Core Contributors (s)he can do that via the interface of OpenCollective.
In order to actively back a project displayed on OpenCollective, Backer/Sponsor must register in a complete and truthful manner providing all the data requested in the form available in the relevant section of OpenCollective. Backer/Sponsor is responsible for keeping the login credentials confidential. Any use not authorized of such credentials, and any consequences thereof, shall be the responsibility of Backer/Sponsor and not of the Company.
Corporations or individuals that want to create a Collective can use OpenCollective as an effective tool through which the Collective can either manage the budget assigned or raise money, in both cases handling the transaction in all transparency via the Software. In order to do so, the Host must fill the form provided online on OpenCollective or sending an email to firstname.lastname@example.org. Upon approval of the registration request, the Company will provide the Host with an account and access credentials to the project page on OpenCollective.
Deleting Users accounts and account termination
Any User can cancel its account and stop using OpenCollective at any time, through the application, on the website or by directly emailing to email@example.com. Upon cancellation of the account, User will be no longer able to access or use most of OpenCollective features and functionalities. The Company reserves the right to suspend or terminate the account of any User at any time and without notice if it believes that use of OpenCollective:
- has violated or will violate this Agreement;
- may result in injury to the Company, other Users, and/or third parties;
- may result in violation of law or regulations;
- has caused or may cause the involvement of the Company in legal action or with governmental authorities;
- might be, at the Company’s sole discretion and for whatever or no reason, inappropriate or offensive or in violation of this Agreement.
Content provided by the User
User is solely responsible for its own content and that of third parties that is shared, uploaded or posted on or through OpenCollective, or that is transferred by any other means. For OpenCollective to work, the Company needs the right to copy, modify and display content provided by the User. Accordingly, User must grant the Company the right to use, copy, modify and display content that User provides through OpenCollective. Such content, however, is and shall remain the sole Companyship of Users. The Company does not claim any rights upon such content other than those set forth in the Agreement.
Content Provided by the Collective/Host
Each Collective can apply to create a page on OpenCollective either independently or together with a Host. The Collective/Host is solely responsible for any content (including its accuracy) that it uploads, posts or shares on or through OpenCollective, or that Collective/Host transfers by any other means. For OpenCollective to work, the Company needs the right to copy, modify and display content provided by Collective/Host. Accordingly, Collective/Host must grant the Company the right to use, copy, modify and display content provided through OpenCollective. Such content, however, is and shall remain the sole Companyship of Collective/Host. The Company does not claim any rights upon such content other than those set forth in the Agreement.
Review of Content
While the Company believes that Collectives and Hosts are reputable persons/businesses, the Company is not responsible for the content they provide on the project page hosted on OpenCollective and/or the availability, accuracy or functionality of any such content provided by the Collective/Host. Please note that on the project page hosted on OpenCollective, User might click on links to third-party websites taking them to such sites (or apps), where User’s use thereof will be subject to the terms and conditions of those third parties. Company is not responsible for anything on such sites or in such apps. The Company does not moderate the content provided by User, by Collective/Host or by other third parties but it may choose to suspend or terminate display of any such content if:
- complaints are received from other Users;
- it receives and accepts a copyright infringement notice that it believes to be valid;
- it believes that it must do so in anticipation of, or as part of, legal actions;
- action is requested by authorities;
- it believes that such content remaining accessible on or through OpenCollective may pose a risk to User or any other Users, other third parties, OpenCollective and/or the Company.
The Service shall be used only in accordance with these Terms. Users must not:
- circumvent any technology used by OpenCollective or its licensors to protect content accessible via it;
- copy, store, edit, change, prepare any derivative work of or alter in any way any of the content provided through OpenCollective;
- use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of OpenCollective or its content;
- register or use for the purpose of approaching the Users in order to solicit, promote, sell or advertise any products or services of any kind via OpenCollective;
- distribute software viruses, trojan, or anything else (code, films, programs) designed to interfere with the proper function of the Software, other softwares, hardware, or technical equipment used on OpenCollective;
- spread or disseminate personal information or any other information about other Users without their consent, including but not limited to names, email addresses and postal addresses that have been shared in carrying out their project;
- do anything threatening, abusive, harassing, defamatory, libelous, tortious, obscene, profane, or invasive of another person’s privacy;
- rent, lease or sublicense OpenCollective;
- use OpenCollective in any other improper way that violates these Terms.
####BACKING A COLLECTIVE
How a Collective can use OpenCollective
Each registered User can create a Collective on OpenCollective and use the platform as a tool to keep track of how the money is disbursed by the Collective. Some Collectives may also use OpenCollective as a tool to showcase and advertise a project that needs funding and, in so doing, the Collective may solicit Users (Backers and Sponsors) to back the project. In such cases, OpenCollective works as a crowdfunding platform that handles all transactions in full transparency.
How to back a project on OpenCollective
If User wants to back a project, (s)he needs to visit the Collective page on OpenCollective, select the amount that (s)he wishes to donate and click on the button displayed at the bottom of such page. Further information about the possible privileges linked to a donation shall be displayed on the Collective page on OpenCollective.
Methods of payment
OpenCollective allows one-off and monthly or yearly recurring donations. OpenCollective uses third-party tools (i.e. PayPal or Stripe) for its donation processing and is not connected with any of the provided payment information – such as the credit card – in any way. If the Company of any of such third-party tools refuses to authorize a payment, the Company will not be held liable for any delay or failure to process the payment. Each donation is directly transferred on the PayPal or Stripe account connected to the project and the Company is never part of the transactions that take place between Backers/Sponsors and the members of the Collective/Host, nor of the agreement entered into between the members of the Collective/Host and the Backers/Sponsors. Users must be aware that they can stop their recurring donation plan at any time by changing their PayPal or Stripe account settings or their payment plan from within OpenCollective.
Your duties when you back a project
User is requested to carefully check the project and the conditions set forth by the Collective/Host before making any donation. Although the Company shall make all the possible efforts to provide Users with a healthy community and reliable projects to back, User must understand that it is impossible for the Company to carry out a scrupulous due diligence on each project that is posted on OpenCollective. Therefore, User is requested to do so for any project (s)he wishes to back. User shall also be solely responsible for checking the fiscal regulations that apply to the donations and the maximum amount that is allowed for the donation according to the local legislation that applies and to the chosen method of payment.
####Collective duties and liabilities
When the members of a Collective post a project on OpenCollective soliciting each User to back such a project, they are inviting the User to enter into an agreement with them. Under no circumstances, the Company can be considered part of this contractual relationship which takes place solely between the User (i.e. Backer/Sponsor) and the Collective.
However, each member of a Collective is requested to strictly comply with the following rules:
The Collective is solely responsible for
- complying with any provision of law and/or regulation which applies to their business and project(s) including, but not limited to, fiscal or employment law;
- conspicuously post all the expenses and transaction related to the project on OpenCollective following the instruction provided;
- keep the highest standards of communication and transparency in carrying out the projects. Although the Software will help to carry out the project with the utmost transparency, Collective agrees to put all the reasonable efforts in establishing a healthy and active communication with Users and comply with any further disclosure request, unless such requests are potentially harmful for the project and/or inappropriate and/or may potentially translate into an unreasonable delay for the project.
####Host If you are a Host you can receive funds in the name of the Collective and reimburse the Collective’s members who submitted expenses via OpenCollective. In this case, the money raised by the Collective will be stored in the bank account of the Host. The Collective will submit expenses with the picture or PDF of the receipt via the OpenCollective app (https://app.opencollective.com). The Host shall approve those expenses and the members of the Collective will be reimbursed on the personal paypal email that they have listed in their profile page.
If you are a Host which is a US nonprofit organization corporation exempt from federal taxes under Internal Revenue Code Section 501(c)(3), you can also act as a Fiscal Sponsor for the Collective.
If you are a nonprofit Host outside of the US please note that agreements such as fiscal sponsorship and the like may not be allowed in your country. You are solely responsible for the compliance with the applicable law of your corporation and of the agreement/relationship you establish with the Collective.
Host duties and liabilities
If you are acting as Host of a Collective, this means that you are collecting money on behalf of the Collective. Therefore, when you post a project and endorse a Collective on OpenCollective, soliciting each User to back such a project, you are inviting the User to enter into an agreement with you or your corporation. Under no circumstances the Company can be considered part of this contractual relationship which takes place solely between the User (i.e. Backer/Sponsor) and the Host/Collective. However, each Host is requested to strictly comply with the following rules:
- Host is solely responsible for complying with any provision of law and/or regulation which applies to their business and project(s) including, but not limited to, fiscal or employment law;
- conspicuously allow the members of the Collective to post all the expenses and transaction related to the project on OpenCollective following the instruction provided;
- carefully report in the accounting books all the transactions that have been done on behalf of the Collective;
- keep the highest standards of communication and transparency in carrying out the projects. Although the Software will help to carry out the project with the utmost transparency, Host agrees to put all the reasonable efforts in establishing a healthy and active communication with Users and Collectives and comply with any further disclosure request, unless such requests are potentially harmful for the project and/or inappropriate and/or may potentially translate into an unreasonable delay for the project;
International Use by Nonprofit Host
If you are a nonprofit Host organised under the laws of countries other than those of the United States of America, you represent, warrant, and irrevocably covenant that you will refrain from making financial transactions through OpenCollective if you are located in a country embargoed by the United States or are on the U.S. Treasury Department's list of Specially Designated Nationals. If you choose to use OpenCollective, you are solely responsible for compliance with all applicable local laws, for setting forth an agreement with the Collective you host that complies with the applicable law.
Backers and Sponsors must understand that when they back a project, they’re backing an idea and, most of the time, helping to create a project from scratch. There may be changes or delays and something could theoretically happen that prevents the Collective/Host from being able to carry out the project. Responsibility for carrying out aproject lies entirely with the Collective/Host. In order to understand if and under what conditions refunds are allowed, Users must refer to their agreement with the Collective/Host and ask directly to such third parties if they wish to have further information or if they want to ask for a refund. OpenCollective doesn’t offer refunds. The Company doesn’t hold funds on Collective/Host’s behalf, cannot guarantee Collective/Host’s work, and does not endorse or sponsor any of the Collective/Host’s projects displayed on OpenCollective.
Users can terminate the Agreement with the Company at any time by merely canceling their account. However, upon termination, Collectives and Hosts remain obligated to pay OpenCollective for all unpaid fees and costs. In any case, Users acknowledge and agree that all provisions of the Agreement survive termination, including the rights of the Company over any content already posted on OpenCollective including but not limited to projects. Under no circumstance the exercise of the right to terminate the contract shall entitle any User to ask for any compensation of any kind and for whatever reason.
Fees of the Company
Creating a User account on OpenCollective is free. However, if User wants to create a Collective, the Company shall charge, on a monthly basis, a fee of 5% of all donations/membership fees received through OpenCollective. The credit card fees are calculated separately and charged to the User on a monthly basis as well. Such expenses may vary according to the payment method chosen by Users.
If you are an organisation with multiple chapters and act as their Host on OpenCollective the 5% fee should amount at least to 10 USD per month per each active Collective you host. “Active” refers to any income or reimbursement done through the platform. User is responsible for paying any additional fees or taxes associated with your use of OpenCollective. Therefore, if the monthly donations/dues received through the platform for each Collective generates a 5% fee that is below 10 USD, the Host must pay the difference in fees. User is responsible for paying any additional fees or taxes associated with your use of OpenCollective.
###Licence Grants and Property Rights
Intellectual Property Rights
All trademarks, nominal or figurative, and all other marks, trade names, service marks, word marks, illustrations, images, or logos that appear concerning any third parties are, and remain, the exclusive property of such third parties or their licensors and are protected by the laws in force on trademarks and by related international treaties. The Company does not own any of such intellectual property rights and it is allowed to use and/or display them within the limits of this Agreement and for the sole purposes of providing the Service.
The MIT License (MIT)
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE”.
Under the Digital Millennium Copyright Act (“DMCA”), the Company can be requested to remove material that is alleged to infringe copyright. To do so, the person or entity making such a request must file a document that is known as a DMCA “takedown notice,” which must comply with the requirements specified by the law. (If this section of the Agreement does not provide sufficient information, please see Section 512(c)(3) of the Digital Millennium Copyright Act). The “takedown notice” must include:
- A physical or electronic signature of a person authorized to act on behalf of the Company of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright Company, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the Company of an exclusive right that is allegedly infringed.
###Provisions on Warranties, Liability & Indemification
The Service is provided “as is”
The Company provides OpenCollective strictly on an “as is” basis. To the maximum extent permitted by applicable law, the Company expressly disclaims all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. The Company makes no warranties or representations as to the accuracy or completeness of any information, features or functionality available on or through OpenCollective and assumes no liability or responsibility for any:
- errors, omissions or inaccuracies in any “content”;
- personal injury or property damage of any nature whatsoever resulting from your access to and use of OpenCollective;
- any unauthorized access to or use of our systems and/or information accessible through such systems;
- any interruption of the availability of OpenCollective or any of its features or functionality;
- any viruses, trojan horses, bugs, malware or the like in or transferred through OpenCollective or through the actions of any third party;
- any access to your mobile phone and/or information available through such access; and/or (vii) any loss or damage of any kind incurred as a result of the use of OpenCollective.
Limitation of Liability
In no event will the Company be liable for any direct, indirect, incidental, punitive, special or consequential damages arising out of or relating to this Agreement, including, but not limited to, damages for loss of profits, loss of business, loss of use, or loss of customer data or other intangible property, even if the Company has been advised of the possibility of such damages. Each provision of this Agreement that provides for a limitation of liability, disclaimer of damages, or exclusion of damaged is to allocate the risks of this Agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable from and independent of all other provisions of this Agreement. The Company does not endorse, sponsor or certify any project published on OpenCollective and nothing herein contained shall constitute a partnership between or joint venture by the Company and any Collective or Host or constitute any party the agent of the others.
User agrees to defend, indemnify and hold harmless the Company, its parent, “sibling” and subsidiary corporation(s) (if any) and officers, directors, employees, advisors and agents thereof, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees and expenses) arising from User’s:
- use of OpenCollective;
- violation of this Agreement;
- violation of any third party right, including without limitation any copyright, property, or privacy right; or
- any other claim.
From time to time, the Company may change certain aspects of OpenCollective, such as adding or deleting certain features. Such changes shall be made for the purpose of improving the quality and availability of OpenCollective. In such case, you will be informed about such changes by a notice published within OpenCollective or by other means. OpenCollective might not be available at times it is expected to be so, whether because of maintenance, software or network problems or events that are known as “Force Majeure” such as acts of God, labor actions and other disruptions beyond the reasonable control of the Company. If maintenance causes a serious disruption then the Company shall try to provide User with notice about the type and duration of maintenance required. The Company may also decide to suspend or terminate OpenCollective altogether. If so, the Company will work with User to enable each to withdraw information in accordance with applicable law.
User represents and warrants that, at the time of registration, User is at least 18 years old.
Users are not allowed to reproduce, duplicate, copy, sell, resell or exploit any portion of OpenCollective and of its Service without the Company’s express prior written permission, granted either directly or through a proper reselling program.
Assignment of contract
The Company reserves the right to transfer, assign, dispose of by novation or subcontract all or any rights or obligations under these Terms, as long as the User's rights under the Terms are not affected. Users may not assign or transfer their rights or obligations under these Terms in any way without the written permission of the Company.
All communications relating to OpenCollective must be sent using the contacts stated in this document.
If any provision of these Terms is invalid or unenforceable, that clause will be removed and the remaining provisions shall not be affected and they will remain in force.
The Company’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Any waiver shall not be deemed a further or continuing waiver of such term or any other term.
Governing law and jurisdiction
This Agreement and the relationship between the Company and User and any dispute concerning the implementation, interpretation and validity of this Agreement or of any aspect of the relationship with the Company shall be governed by the laws of the State of California, without regard to its conflict of laws principles. The Company and User and hereby irrevocably consent and submit to the exclusive jurisdiction of the state and federal courts of Los Angeles County in the State of California. Each such Party specifically waives any right to trial by jury in any court in connection with any action or litigation.
Service The service provided by OpenCollective as described in these Terms and in OpenCollective.
User Any user of the Service, whether a human being or legal entity.
Terms and Conditions (or Terms or Agreement) These Terms and Conditions, which constitute a legally binding agreement between the User and the Company.
Core Contributor Each registered User who created a Collective on OpenCollective and, within the Collective, has permission to authorize expenses and handle the payments via OpenCollective.
Backer/Sponsor Each registered User who back or sponsor a Collective on OpenCollective.
Collective Means the group of registered users, jointly and severally, who create a project on OpenCollective for fundraising purposes and/or for managing money as a group whilst providing full visibility to all members of the ongoing transactions.
Host Each User who is an individual or a corporation, either profit or nonprofit, and acts as a sponsor or endorse a Collective’s project.
“OpenCollective” Means the mobile app and/or website and the features and functionalities thereof, as both are operational at the time this Agreement is entered into.
Company or OpenCollective Inc. Means the Company of OpenCollective as outlined in the specific section of this document named Company of OpenCollective and of the Service”.
Service Means the service provided by OpenCollective as described in these Terms and in OpenCollective.
Software The software embedded in the platform available at www.opencollective.com and in the application provided by the Company.
Sponsor Each User, which is a legal entity, that backs a Collective as a sponsor.
User Means any user of OpenCollective, either a natural person or a legal person. Unless otherwise stated, the word User in these Terms, and in whichever provision therein, either in singular or plural form, refers to any User of OpenCollective i.e. any member of the Collective, Collective Administrator/s, Backers, Sponsors, Hosts and any other registered/unregistered Users as well.