Terms & Conditions

GIRU TERMS OF USE

Posted: 6-13-16

PLEASE READ CAREFULLY

These Terms of Use (“Terms of Use”) create a legal agreement between you and GIRU LLC (“GIRU,” “we,” “us,” or “our”) that governs your use of the GIRU platform (patent pending)  and other GIRU services (collectively, the “Services”) offered through one or more websites (together, the “Site”). By accessing the Services on any computer or mobile device, you signify that you have read, understand and agree to be bound by these Terms of Use, whether or not you are a registered User (as that term is defined below). We have the right to change the Terms of Use at any time. We agree to post a notice of the changes in the footer of our Site, and the changes will be effective 30 days after posting such notice to the Services. Your continued use of the Services shall be considered your acceptance to the revised Terms of Use. If you do not agree to these Terms of Use, please do not use the Services.

You agree to our use of your personal information and content in accordance with our Privacy Policy, which is available at [link] and is part of these Terms of Use. 

DEFINITIONS

As used in these Terms of Use, “Project” means a product being developed, presold, and/or funded through the Services. “Project Creators” means the people and companies posting Projects to the Services. “Supporter” means the person helping to develop, purchase, and/or fund the Project. Anyone using the Services is referred to as a “User” or “you.” When we refer to “Participating” in a Project, that means, with respect to Project Creators, posting, publicizing, commenting on, receiving funds, selling, and/or otherwise interacting with your own Projects. With respect to Supporters, “Participating” means voting, commenting, funding, pre-purchasing, and/or any other interaction with someone else’s Project. Other terms may be defined throughout these Terms of Use. 

CREATING AN ACCOUNT

While an account is not required to browse the GIRU website, you will need to register an account to become a Project Creator or a Supporter. You are responsible for any actions that take place while using your GIRU account. By creating an account and using the Services, you represent and warrant that: (i) you are 18 years of age or older; (ii) you have provided accurate and current information about yourself; (iii) you are eligible to use the Services and have the right and power to enter into these Terms of Use; (iv) you will comply with all applicable laws, including tax laws; (v) you will not use the Services, directly or indirectly, for any fraudulent undertaking; and (vi) you and your use of the Services will be in compliance with these Terms of Use.

Keep your username and password secure and do not allow anyone else to use them to access the Services. GIRU is not responsible for any loss that results from the unauthorized use of your username and password, with or without your knowledge.

GIRU IS A PLATFORM

The GIRU website is a platform that connects Project Creators with Supporters. GIRU cannot and does not make any representation about the quality, accuracy, safety, or legality of any Project or User Content (as defined below). GIRU does not endorse any Project or Project Creator and, except for its affiliation with KUIU, is not related to any Project Creator. GIRU does not solicit donations or other support for any Project (nonprofit or otherwise).

When a Project Creator posts a Project and a Supporter commits to pre-purchase or otherwise fund a Project, that creates a legal contract between the Project Creator and the Supporter. GIRU is not a party to this contract and will have no obligation to the Project Creator or the Supporter, except as expressly described in these Terms of Use. 

Projects and Project Creators are subject to approval by GIRU (at GIRU’s sole discretion) before being posted or posting to the Services.

GIRU’s affiliate KUIU, Inc. may occasionally post Projects. Funding of KUIU projects are subject to the KUIU Terms and Conditions.  

Fees, refunds, and SPECIFIC terms

Supporter Terms

  • When a Supporter commits to support a Project (either through pre-sale purchases or other funding), the charge will occur when the goal has been met. While you will provide your payment card information when you submit your support, your card will not be charged unless and until the Project goal is met. 
  • We do not charge you fees to register as a Supporter. 
  • No refunds are provided once a Project goal is met. In addition, refunds are not available while a Project is pending (awaiting its funding goals). 
  • Delivery estimates provided by Project Creators are just that: estimates. These dates may change as the Project Creator continues work on its Project.  GIRU does not control Project dates.
  • Support for a Project is at the Supporter’s sole risk.  GIRU does not warrant that funds will be used for any particular purpose and is not responsible for any misuse of the funds by the Project Creator.
  • Project Creators use PayPal to process payments. When PayPal processes a payment, the payment will go directly from the Supporter to the Project Creator’s account as arranged between the Project Creator and PayPal. Payments will appear on the Supporter’s payment card statement under the name of the Project Creator to whom they contributed.
  • Supporters are responsible for investigating Projects before Participating in them. 
  • Supporters are responsible for answering questions from Project Creators in a timely manner. For example, if a Supporter does not provide a Project Creator with her measurements, she may not receive the funded product within the projected timeframe. 

Project Creator Terms

  • Project Creators must fulfill their promises to Supporters.
  • Projects must comply with these Terms of Use and all applicable laws.
  • Eligibility to become a Project Creator is determined by GIRU, in its sole discretion.
  • Project Creators are solely responsible for collecting and remitting any taxes owed to any taxing authority in connection with Participating in Projects, receiving funds, or otherwise using the Services.  A Project Creator agrees to compute any sales, use or similar taxes without any deduction for transaction fees charged by GIRU or PayPal. Taxing authorities may classify funds raised through the Services as taxable income to the Project Creator and any beneficiary who will receive funds directly from the applicable Project. Project Creators may be asked to provide a tax identification number (TIN) to ensure compliance with any applicable tax reporting obligations.
  • Transaction fee amounts are determined on company size. PayPal will deduct fees from Project funds before it deposits Project funds into Project Creators’ bank accounts. We reserve the right to change the fee amounts, and changes are effective after we post notice of the changes. Updated fees are applied to new Projects launched after the notice is posted.  
  • Not all committed funds will be available for collection. For example, if a Supporter’s credit card expires before the Project end date, then the amount of funds may be reduced. GIRU is not responsible for uncollectible funds.

Disputes between supporters and project creators

GIRU does not mediate disputes between Users, or between any User and any third party. Project Creators must fulfill any promises they make regarding their Projects. Project Creators agree to work with Supporters to resolve any disputes, including offering refunds where appropriate. We may provide the Project Creator’s contact information to a Supporter in the event of a dispute to facilitate a resolution.  Users must timely resolve disputes among themselves or with vendors as a condition of using the Services.  The failure to resolve User disputes to the satisfaction of GIRU may result in suspension or termination of User right to use the Services.  GIRU reserves the right, in its sole discretion, to suspend or terminate User access to the Services for failure to resolve a dispute among Users or with vendors. 

intellectual property

User Content

Users may have the opportunity to post photos, comments or testimonials, videos, text, graphics, artwork, logos, sketches, designs or other materials (“User Content”) while Participating in Projects or otherwise using the Services. You hereby grant to GIRU a non-exclusive, perpetual, worldwide, royalty-free, transferable license to use, copy, distribute, publicly display, modify, create derivative works, commercialize and sublicense such User Content, in whole or in part, for the purposes of developing, providing, improving and marketing the Services. You acknowledge and represent that such content is not confidential. By posting or distributing such content, you understand that it may be freely copied and distributed by others without your permission.

In the event that you submit or post any creative suggestions, proposals, or ideas about the Services, you agree that such submissions will be automatically treated as non-confidential and non-proprietary and will become our sole property without any compensation or credit to you whatsoever. 

You represent and warrant that any User Content you post and your activities on the Services do not and will not violate these Terms of Use or the rights of any third party, including infringing or misappropriating any third party intellectual property, privacy or publicity rights. You are solely responsible for your User Content and your activities in connection with the Services. 

We do not prescreen User Content and cannot guarantee the Services will be free from User Content that is inaccurate, deceptive, offensive, defamatory, unlawful or otherwise objectionable. You acknowledge that we are acting only as a passive channel for distribution of such User Content. Even in the event we choose to monitor any User Content, we assume no responsibility for, or any obligation to monitor or remove, such User Content. If you have concerns about any content posted by another user, please use the copyright or trademark infringement notice procedures in these Terms of Use to notify us.

GIRU Intellectual Property

Except for User Content, all materials and content included on the Site or in the Services, such as text, graphics, designs, logos, catalogs, icons, presentations, videos, data, instructions, photos, and software (the “GIRU Materials”), are the property of GIRU or its licensors. The GIRU Materials are protected by copyright, trademark and other intellectual property laws. 

GIRU™ and other trademarks, service marks and logos that we use, are trademarks of GIRU. Third-party trademarks that appear on the Site or in the Services are the property of their respective owners. Your use of any of the trademarks displayed on the Site or in the Services without express written permission from GIRU or their owners is strictly prohibited.

LIMITED LICENSE to users

Conditioned on your continued eligibility and compliance with these Terms of Use, you may access and use the Services.  

PROJECT RESTRICTIONS

Projects may not:

  • raise funds for illegal activities;
  • cause harm to people or property;
  • defraud anyone;
  • include false or misleading statements;
  • pass themselves off as originating with the Project Creator when they belong to someone else;
  • offer any form of “security” (as such term is defined in the Securities Act of 1933) or any form of financial incentive or participation in any profit sharing;
  • involve any controlled substance or drug paraphernalia;
  • include any items promoting hate, discrimination, personal injury, death, damage, or destruction to property; or 
  • include any items (a) prohibited by applicable law to possess or distribute, (b) that would violate applicable law if distributed, or (c) that would result in infringement or violation of another person's rights if distributed.

GENERAL RESTRICTIONS

GIRU is intended as a platform where hunting and outdoor enthusiasts can support Projects they’re passionate about. GIRU is not a platform for hatred, harassment, fraud, spam, or general mean behavior. Users may not:

  • use any manual process or robot, spider, scraper, or other automated means to collect information from the Site or Services or from users of the Services;
  • impersonate any person or entity, misrepresent yourself or your entity, or attempt to use another User’s account without the User’s permission;
  • interfere with the proper functioning of the Site or Services;
  • create a database by downloading and storing the GIRU Materials or any part thereof; or
  • post any material, including User Content, that could be considered obscene, lewd, lascivious, excessively violent, harassing, or otherwise objectionable.

COPYRIGHT INFRINGEMENT NOTICE PROCEDURE

GIRU respects intellectual property rights. If you believe your copyrighted work has been copied or posted on or through the Services in a way that constitutes copyright infringement, then please contact us at info@giru.com and provide the following information:

  • A description of the copyrighted work that you believe has been infringed;
  • A description of what the allegedly infringing work is; 
  • A description of the location where the allegedly infringing work is located on the Services;
  • An address and telephone number where you can be contacted, including an email address if possible;
  • A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; 
  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; and
  • A statement, made under penalty of perjury, that the above information in the notice is accurate and that the signatory is the copyright owner or is authorized to act on behalf of the copyright owner.

Consult your legal advisor before filing an infringement notice, because there can be penalties for false claims.

TRADEMARK INFRINGEMENT NOTICE PROCEDURE

If you would like to submit a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark (registered with the United States Patent and Trademark Office on the Principal Register or, for foreign marks, registered with the appropriate intellectual property organization of your country), please contact us at info@giru.com and provide the following information:

  • The trademark, service mark, trade dress, name, or other indicia of origin ("mark") that is claimed to be infringed, including registration number.
  • The jurisdiction or geographical area to which the mark applies.
  • The name, post office address and telephone number of the owner of the mark identified above.
  • The goods and/or services covered by or offered under the mark identified above.
  • A description of the manner in which you believe your mark is being infringed upon.
  • The precise location of the infringing mark.

GIRU’S RIGHTS

We reserve the right in our sole discretion to (i) terminate your account, (ii) delete any of your User Content, (iii) restrict your use of all or any part of the Site or Services, (v) reject, cancel, remove or suspend any Project at any time, for any reason; or (vi) modify or discontinue the Site or Services (or any part of the Site or Services), for any or no reason, without notice. We also reserve the right to block Users from accessing or posting content to the Services by using any technology available, such as blacklisting certain IP addresses or device numbers. You agree that GIRU will not be liable to you or anyone else as a result of these actions.

WARRANTY DISCLAIMER

THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND. YOU USE THE SERVICES AT YOUR OWN SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, QUALITY, PERFORMANCE, MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NON-INFRINGEMENT RELATED TO OR ARISING OUT OF THE SERVICES, ANY MATERIALS OR USER CONTENT, OR ANY PRODUCTS OR SERVICES PURCHASED OR MADE AVAILABLE THROUGH THE SERVICES, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. GIRU DOES NOT WARRANT THAT THE SERVICES WILL PROVIDE CONTINUOUS, PROMPT, SECURE, OR ERROR-FREE SERVICE. GIRU ASSUMES NO LIABILITY FOR ANY ERRORS OR OMISSIONS, INCLUDING THE INACCURACY OF CONTENT, OR FOR ANY DAMAGES OR LOSSES THAT YOU OR ANY THIRD PARTY MAY INCUR AS A RESULT OF THE UNAVAILABILITY OF THE SERVICES. GIRU ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ARISING FROM YOUR USE OF THE SERVICES.

LIMITATION OF LIABILITY AND DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GIRU, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICES PROVIDERS AND LICENSORS SHALL NOT BE LIABLE TO YOU OR ANYONE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO (i) THE USE OR THE INABILITY TO USE THE SERVICES OR ANY ERRORS, OMISSIONS OR INACCURACIES IN ANY CONTENT IN THE SERVICES; (ii) THE SERVICES OR THE CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) YOUR PARTICIPATION IN PROJECTS AND ANY RESULTING PRODUCTS OR SERVICES OBTAINED OR ORDERED THROUGH SUCH PROJECTS; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA, CONTENT OR PERSONAL INFORMATION; (v) DISPUTES BETWEEN USERS; (vi) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICES OR ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE SERVICES. IN NO EVENT WILL GIRU, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICES PROVIDERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR AMOUNTS EXCEEDING $100.00 US DOLLARS. Applicable law may not allow certain limitations or exclusions of liability, so some of the above limitations may not apply to you. 

INDEMNITY

You agree to defend, indemnify and hold harmless GIRU, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Site and Services, including without limitation any claims related to or arising out of your User Content or Projects.

ELECTRONIC COMMUNICATIONS

By using the Services, you agree to receive certain electronic communications from us, whether on our Site, through the Services or by email. You may unsubscribe from communications at any time by clicking the appropriate link in the communication. You agree that any notice, agreement, disclosure or other communication that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. All calls, emails and other communications between you and GIRU may be recorded. 

MISCELLANEOUS

  • Survival. The terms that by their nature may survive termination shall remain in effect and survive the termination of these Terms of Use.
  • Assignment. These Terms of Use are personal to you, the user. You may not assign these Terms of Use or any rights and licenses in these Terms of Use to another party. These Terms of Use may be assigned by GIRU without restriction.
  • Disputes. Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including the breach, termination or validity thereof, shall be finally resolved by arbitration, except that the parties may assert claims in small claims court if the claims qualify. The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The parties agree to arbitrate solely on an individual basis, and that this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. .  
  • Limitations on Claims. Any cause of action or claim you may have with respect to GIRU or the Services (including without limitation the purchase of products and services) must be commenced within one (1) year after the claim or cause of action arises, or such claim or cause of action is barred.
  • No Waiver. Our failure to exercise or enforce any right or provision of the Terms of Use will not constitute a waiver of that or any other right or provision. Neither the course of conduct between the parties nor trade practice shall modify any of the terms in these Terms of Use.
  • Severability. If any provision in these Terms of Use is determined by a court to be invalid or unenforceable, the remaining provisions of these Terms of Use shall continue to be valid and enforceable.
  • Entire Agreement. These Terms of Use and the Privacy Policy constitute the entire agreement between you and us and govern your use of the Services. These Terms of Use supersede any prior agreements, communications, representations, or understandings between you and us, including without limitation any prior versions of these Terms of Use. 

Project Creators: Terms and Conditions for Your Projects

As Project Creators, you are responsible for ensuring that your Projects comply with applicable state and federal sales and advertising laws. This includes the Federal Trade Commission’s (“FTC”) Internet Sales Rule. If you offer to sell products through GIRU and ship them to Supporters, the Internet Sales Rule (“Rule”) applies. The Rule governs, among other things, sellers’ duties when an order is placed, when payment is received, when there is a delay in shipping the ordered products, refunds, cancellations, notifying Supporters of order status, and recordkeeping duties.  Note also a possible exception to the Rule, which the FTC terms “dry-testing” (more on that below). Project Creators should seek advice from their own legal counsel about how the Rule impacts the details and projections of your Projects. These tips below are only intended to raise your awareness of these issues.

Setting clear expectations.  A theme of the Rule is to clearly, accurately and timely notify Supporters of what to expect in return for their financial support in the form of an order.  Whether or not the Project design is finished, manufacturing has commenced, or you have a firm shipping date estimate, you should explain the status to Supporters, tell them what to expect, notify them of changes in the Project, and answer their questions. 

Order placement.  Certain duties arise under the Rule when a Supporter places an order.  Be sure you know your obligations for fulfilling that order and keeping the Supporter informed of its progress toward completion and shipment. 

Funding campaigns.  If your Project will begin as a funding campaign to gage support for the Project concept and potential demand, consider postponing the receipt of funds until the Project completion is within sight.  See Receiving payment for a short summary of the issues under the Rule.  In addition, Supporters who pay at the pre-order stage can be more impatient, require more support from your team, and be more vocal in public social media outlets than Supporters who express a firm interest in the Project without paying funds.

Receiving payment.  You may choose to receive the payment committed by a Supporter or leave the funds committed but not paid to you.  The Rule imposes heightened obligations on Project Creators who receive funds from Supporters.  In addition, our payment processor PayPal may withhold payments under some circumstances. See the PayPal terms of service.  For this reason, consider postponing the receipt of funds from Supporter orders and commitments until you are ready to ship product or at least provide a reasonable estimation of a shipping date.

Delays.  Although it is not uncommon for Project Creators to experience delays in milestones and ultimate completion dates of Projects, the Rule imposes obligations for informing Supporters of shipping delays and offering alternatives, such as refunds.

Cancellations and refunds.  In some circumstances, the Rule would allow Supporters to cancel orders and receive a refund of any funds paid to Project Creators.  Although cancellation may be contrary to the spirit of the fundraising process on the GIRU site, it may be unavoidable.  Project Creators should be familiar with the refund procedures under the Rule.

Supporter notifications.  As mentioned above, clear, accurate and timely communications with Supporters and the public are important goals of the Rule.  Be aware of when you can use email or other forms of electronic communications for these purposes.

Recordkeeping.  Keeping track of your commitments, promises and communications with Supporters and the public is an important function for Project Creators under the Rule.  Familiarize yourself with these requirements for each of your Projects.

“Dry-Testing” exception.  The FTC has described in an advisory opinion that the Rule may not apply to certain products in development so long as all the conditions prescribed in the opinion pertain to your Project.  The opinion called this exempted process “dry-testing.”  Be sure you understand the strict conditions and whether they are satisfied by your Project.  You can read more about the “dry-testing” exception in the Internet Sales Rule guidance from the FTC.