Terms of Use

Terms of Use

Effective April 13th, 2018

These Terms of Use (the "Terms of Use") govern the use of the Website and related Services (the "Platform") of Drofund, a Kenyan business ("Drofund"), in addition to any supplemental terms applicable to any particular features, content and functionality of the Platform, which such supplemental terms are incorporated by reference into the Terms of Use. By using the Platform, Users agree to be bound by these Terms of Use, our Privacy Policy, all applicable laws and all conditions or policies referenced here (collectively, the "Terms"). Drofund may amend the Terms at any time by posting a revised version of the Terms on our Platform. Access to or continued use of the Platform after the effective date of the revised Terms constitutes your acceptance of the revised Terms.

Definitions

In these Terms, we refer to those raising funds as "Campaign Owners" and to their fundraising campaigns as "Campaigns." We refer to those contributing funds as "Contributors" and to the funds they contribute as "Contributions." Campaign Owners, Contributors and other visitors to the Platform are referred to collectively as "Users".

Drofund

Drofund is an online crowdfunding platform for startups and small businesses that seek to raise funds to start or grow their businesses. Campaign Owners can raise funds by adding Campaigns for their startups or small businesses and raise funds through donations by Contributors. Drofund makes no representations about the quality, safety, morality or legality of any Campaign or Contribution, or the truth or accuracy of User Content (as defined below) posted on the Platform. Drofund does not represent that Contributions will be used as described in the Campaign. Users use the Platform at their own risk. The Platform does not include the offer to invest in businesses in exchange for equity.

Eligibility to Use the Platform

Users under 18 years of age are not eligible to use the Platform without consent. Users between the ages of 13 and 17, can use the Platform with the consent and supervision of a parent or legal guardian who is at least 18 years old, provided such parent or legal guardian also agrees to be bound by the Terms and agrees to be responsible for such use of the Platform. Users suspended from using the Platform are not eligible to use the Platform. Drofund reserves the right to refuse use of the Platform to anyone and to reject, cancel, interrupt, remove or suspend any Campaign, Contribution, or the Platform at any time for any reason without liability.

Prohibited Campaigns

Campaign Owners are not permitted to create a Campaign to raise funds for illegal activities, to cause harm to people or property, or to scam others. If the Campaign is claiming to do the impossible or it's just plain phony, don't post it. Users must comply with all applicable laws and regulations in connection with their Campaigns, including using Contributions. Campaign Owners shall not make any false or misleading statements in connection with their Campaigns.

Campaign Owners must not: (1) include threatening, abusive, harassing, defamatory, libelous, or profane content in any Campaign, or content that is invasive of another’s privacy; (2) impersonate any person or entity, including any employee or representative of Drofund, or (3) infringe any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violate any law or contract.

Political campaigns and electoral campaigns are also prohibited on Drofund.

Community Guidelines

Drofund is not a place for hatred, abuse, discrimination, disrespect, profanity, meanness, harassment, or spam. DO NOT:

use the Platform to promote violence, degradation, subjugation, discrimination or hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity;

post images or videos that are sexually explicit or post links to sites that contain sexually explicit material or show people or animals being hurt or degraded;

spam the comments sections or other Users with unsolicited or unauthorized offers of goods and services, advertising, promotional material, junk mail, spam or chain letters, or inappropriate messages;

engage in any activity that interferes with or disrupts the proper working of the Platform or any activities conducted on the Platform; or

bypass any measures Drofund may use to prevent or restrict access to the Service;

run any form of auto-responder or “spam” on the Service;

Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website; or

take any action that imposes, in Drofund's sole discretion, an unreasonable load on Drofund's infrastructure;

represent products or businesses created by others as your own creation;

Drofund reserves the right to remove Campaigns and terminate User Accounts for such activities.

Campaign Owners are not permitted to do any of the following with Campaign images:

incorporate Drofund colors and branding elements, including but not limited to logos, colored frames, borders or badges;

include any visual element that could be interpreted to have been produced by Drofund, including but not limited to banners, progress bars or funding stats;

include any visual element that communicates endorsement by Drofund.

Disputes

Drofund is under no obligation to become involved in disputes between Campaign Owners and Contributors, or Users and any third party. In addition, Drofund is under no obligation to become involved in disputes regarding the determination of the rightful Campaign Owner and will not be obligated to make any changes to Campaign Owner accounts or transfer of ownership.

User Accounts

All information submitted in connection with a User account on the Platform (each, a “User Account”) must be accurate and truthful. Users agree to notify Drofund immediately if their User Account has been used without authorization or there has been any other breach of security of the User Account. Each User also agrees to provide additional information Drofund may reasonably request and to answer truthfully and completely any questions Drofund might ask you in order to verify such User's identity.

User Content

While using the Platform, Users may post photos, videos, text, graphics, logos artwork and other audio or visual materials (collectively, "User Content"). Users grant Drofund a perpetual, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works, and distribute User Content of any User on or in connection with the Platform and our related marketing and promotional activities. As between Users and Drofund, Users continue to hold all ownership interest in their User Content. Each User represents and warrants that its User Content and our use of such User Content will not infringe any third party's intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these Terms or applicable law.

License to Users

Drofund grants each User a limited, non-exclusive, non-transferable, revocable license to use the Platform subject to such User's eligibility and continued compliance with the Terms.

With the exception of User Content, all content made available through the Drofund platform, such as, but not limited to, text, graphics, logos, button icons, images, audio clips, and software, is the property of Drofund or other Campaign Owners and is protected by Kenyan and international intellectual property laws.

Drofund Trademarks

The trademarks DROFUND™ and BORDERLESS CROWDFUNDING™ are owned by Drofund. Users are strictly prohibited from registering domain names, social media accounts, usernames, handles, trademarks, copyrights, apps, trade names, or corporate names that incorporate any of Drofund’s trademarks or are confusingly similar to any of Drofund’s trademarks.

Campaign Owners

Campaign Owners will respond promptly and truthfully to all questions posed to them by Drofund or any Contributor. Campaign Owners will provide substantive and quality updates at least once a month to their Contributors. Failure to do so may result in punitive actions taken on the Campaign.

Your location as reflected on your Campaign page must match your legal residence that you submit to Drofund when you create the Campaign. Campaign Owners may not create multiple similar Campaigns. Doing this may result in Drofund removing the Campaign(s) from Drofund, and not disbursing the Campaign funds raised to the Campaign Owner. Only the Campaign Owner shall be permitted to collect Campaign funds. Drofund will not be required to disburse Campaign funds to any third parties.

Campaign Owners will comply with all applicable laws and regulations in the use of Contributions. Campaign Owners are responsible for collecting and remitting any taxes on Contributions. Campaign Owners may not use a false email address to self-fund, or contribute to, their own Campaigns.

Drofund may attempt to verify the identity and other information provided to us by Campaign Owners, and we may delay, withhold, reverse or refund any Contributions or other amounts without notice or liability in the event we are unable to verify any such information to our satisfaction. Campaign Owner eligibility is subject to Drofund’s review.

You acknowledge that as a Campaign Owner, if you do not act in accordance with Drofund’s Terms, Drofund may withhold or refund any Contributions or other amounts.

Confidentiality

“Confidential Information” shall include (i) all documents and verbal communications which relate to the businesses of either party and which (A) are disclosed by disclosing party to the receiving party, and (B) are confidential and proprietary to a party, (ii) the contents of this Agreement including, but not limited to, a description of the Platform, (iii) the fees payable to Drofund hereunder, (iv) Supporter personal information.

a. Each party agrees not to disclose such Confidential Information to others (except its employees and subcontractors who reasonably require same for the purposes hereof and who are bound by a like obligation as to confidentiality) or to use it for purposes other than internally as necessary to perform its obligations under this Agreement, without the other party’s express written permission, except when Confidential Information received from Drofund (i) can be demonstrated by written records to be known to Campaign Owner at the time of receipt without restriction, (ii) was subsequently otherwise legally acquired by Campaign Owner from a third Party having an independent right to disclose the information without restriction, (iii) is now or later becomes publicly known without breach of this Agreement or any other agreement, (iv) is required to be disclosed by order of a court, administrative agency, or other governmental body provided that Campaign Owner has given reasonable advance notice to allow Drofund the opportunity to seek a protective order or otherwise prevent or limit such disclosure or (v) is or has been independently developed by employees of Campaign Owner without reference to the Confidential Information, and such development can be substantiated in writing. Campaign Owner’s obligations of confidentiality and non-use shall be in force during the term of the Agreement and any extension thereof and shall extend for a period of three (3) years from the expiration or termination of the Agreement.

Privacy

Drofund shall provide to Campaign Owner the name and email address of contributors to the Campaign (“Supporter Information”) and Campaign Owner shall have the right to use such Supporter Information only for the purposes of contacting Supporters to request information and feedback on the Campaign or to share updates on the Campaign. Campaign Owner shall take reasonable organizational, technical and administrative means to protect Supporter Information, including compliance with international, federal, state and local privacy laws.

Data Security

In accordance with best industry practices and standards, Campaign Owner will ensure the following:

  1. Install and maintain industry-standard security measures for Campaign Owner’s computer systems;
  2. Implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect all Confidential Information and personally identifiable information obtained hereunder from unauthorized access, destruction, use, modification or disclosure.

Contributors

Contributors are solely responsible for asking questions and investigating Campaign Owners and Campaigns to the extent they feel is necessary before making a Contribution. All Contributions are made voluntarily and at the sole discretion and risk of the Contributor. Drofund does not guarantee that Contributions will be used as promised or that the Campaign will achieve its goals. Drofund does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any Campaign or Contribution, or the truth or accuracy of User Content posted on the Platform. Contributors are solely responsible for determining how to treat their Contributions for tax purposes.

Fees

Setting up an account on the Platform is free. We do not charge any fees to Contributors. Unless otherwise expressly indicated on the Platform, we do charge a Platform Fee to Campaign Owners, that is 5% of the Contributions raised. By using the Platform, Users agree to our Platform Fee.

Refunds

Contributors may not request a refund from Drofund during or after a Campaign. Contributions are only eligible for a refund if Drofund determines that a Campaign Owner is in violation of the Terms.

Promotions

Campaign Owners may not offer any contest, competition, giveaway, sweepstakes or similar activity (each, a "Promotion") on the Platform without Drofund's prior written permission (which may be granted or withheld by Drofund in its sole and absolute discretion). Campaign Owners may request permission from Drofund by sending an email to promo@drofund.co. Subject to and upon any such permission, each Campaign Owner offering any Promotion further acknowledges and agrees that: (a) such Campaign Owner shall be solely responsible for all facets of each such Promotion; (b) such Promotion does not require any Contribution or other payment of any amount as the sole method of entry into such Promotion; and (c) the official rules for such Promotion shall include clear and conspicuous language to the effect that: (i) Drofund does not sponsor, endorse or administer the Promotion; (ii) each participant or entrant in the Promotion releases Drofund from any and all liability; and (iii) all questions concerning the Promotion must be directed to the Campaign Owner and not to Drofund.

Third-Party Websites, Advertisers or Services

The Platform may contain links to third-party websites, advertisers, or services that are not owned or controlled by Drofund. Access to or use of third-party sites or services are at each User's own risk. Except as otherwise expressly provided herein, Drofund is not responsible for any loss or damage of any sort relating to User dealings with these third-party sites or services. We encourage Users to be aware of when they leave the Platform, and to read the terms and conditions and privacy policy of any third-party website or service that they visit.

Indemnity

Each User agrees to defend, indemnify and hold harmless Drofund, its subsidiaries and affiliated companies, and their officers, directors, employees, contractors and agents from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys' fees and costs) and all amounts paid in settlement arising from or relating to use of the Platform, breach of these Terms or violation of any laws. Drofund may assume the exclusive defense and control of any matter for which Users have agreed to indemnify Drofund and each User agrees to assist and cooperate with Drofund in the defense or settlement of any such matters.

Warranties

Drofund has no fiduciary duty to any User. THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF CAMPAIGN OWNER’S ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE. USE OF THE PLATFORM IS AT USER'S OWN RISK.

Limitation of Liability

DROFUND (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR LICENSORS) IS NOT LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR, IN ANY EVENT, FOR DAMAGES EXCEEDING THE LESSER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE FEES PAID TO DROFUND FOR THE TRANSACTION FROM WHICH THE CAUSE OF ACTION AROSE. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF DROFUND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

For jurisdictions that do not allow Drofund to limit its liability: Notwithstanding any provision of the Terms, for Users in a jurisdiction that has provisions specific to waiver or liability that conflict with the foregoing, then Drofund's liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, Drofund does not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation or intentional misconduct; or (c) any liability which it is not lawful to exclude either now or in the future.

Assignment

The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by any User, but may be assigned by Drofund without restriction or consent.

Termination

Termination may result in the forfeiture and destruction of all information associated with any User Account. Users may terminate their User Account by following the instructions on the Platform, but Drofund may retain the User Account information after termination in accordance with regulatory, accounting, and legal compliance procedures. All provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Governing Law

Users agree that: (a) the Platform shall be deemed solely based in Kenya (Drofund’s principal place of business); and (b) the Platform shall be deemed a passive one that does not give rise to personal jurisdiction over Drofund, either specific or general, in jurisdictions other than Kenya. This Agreement shall be governed by the laws of the republic of Kenya, without respect to its conflict of laws principles.

Disclaimers

Drofund merely provides a technology platform to allow Campaign Owners to connect with Contributors. Users who access or use the Platform do so at their own volition and are entirely responsible for compliance with applicable law.

English Language

In the event of a conflict between the English language version of the Terms and any foreign language translation versions thereof, the English language version of the Terms shall govern and control. All disputes, claims and causes of action (and related proceedings) will be communicated in English.

Cooperation with Authorities

We will cooperate with law enforcement authorities as required by law, in any investigation of alleged illegal activity regarding the use of the Platform when requested.

Notifications

Users agree Drofund may provide notifications to such User via email, SMS, written or hard copy notice, or through conspicuous posting of such notice on our Website. Users may opt out of certain means of notifications.

Entire Agreement/Severability

These Terms are the entire agreement between each User and Drofund regarding its subject matter. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Drofund's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Changes

Drofund may alter the Terms at any time, so you are advised to review them frequently. If a material change is made, Drofund may notify Users in the Platform, by email, by means of a notice on the Platform, or other places we think appropriate. A "material change" will be determined at Drofund's sole discretion, in good faith, and using common sense and reasonable judgment.