Tree3, Inc. Terms Of Service

PLEASE READ THESE TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES; THIS IS A BINDING CONTRACT.

TREE3, INC. provides a platform through its website and mobile applications (the “Platform”) and related services (the “Platform,” including any features and applications, collectively, the “Services”) which allows for the sale of products and services (on behalf of third-party retailers or brands or in some instances, your own products or services). By accessing the Services, you agree to be bound by the terms and conditions of this Agreement and you understand and agree this Agreement is a binding contract between you (sometimes referred to as “you” or “your”) and Tree3, Inc. and its subsidiaries and affiliates (collectively referred to as “Tree3”, “us”, “our”, or “we”).

If you are a charity, non-profit or fundraiser running a Campaign (as defined below) or a Donor (also, defined below) there will be additional terms and conditions associated with your use of the Services.

ARBITRATION, JURY TRIAL, AND CLASS ACTION WAIVER: EXCEPT AS OTHERWISE DESCRIBED IN THE DISPUTES AND RESOLUTION SECTION BELOW, BY USING THE SERVICES, YOU AGREE THAT DISPUTES BETWEEN YOU AND TREE3 WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. PLEASE REVIEW THE DISPUTES AND RESOLUTION SECTION CAREFULLY; BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL THE TERMS OF THIS AGREEMENT.

DO NOT ACCESS THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS OF USE.

We reserve the right, at our sole discretion, to change or modify any portion of these Terms of Service at any time. When adjustments are made, we will post on this page and indicate the date of such update. Your continued use of the Services after the date of any such change constitutes your acceptance of the new Terms of Services. To the extent allowed by law, the English version of these Terms of Service is binding and other translations are for convenience only. If you do not wish to accept the new Terms of Service, you may discontinue your use of the Services. By using the Services, including by click-through or other agreement, you represent and warrant that you have the legal capacity to enter into a contract in the jurisdiction where you reside; or, if you are under age of majority in your jurisdiction, you represent that a parent or legal guardian agrees to this Agreement on your behalf.

Ownership of Services. Tree3, its affiliates or Third-Party Licensors own and hold all right, title and interest in and to the Services and all intellectual property contained therein (exclusive of Data), any documentation, including without limitation, all underlying software and information, algorithms, methods and processes, institutional knowledge, all materials related to the Services and all intellectual property derived therefrom. You agree not to attempt to copy, reproduce, change, disassemble, reverse engineer, decrypt, frame or translate any part of the Services or otherwise attempt to learn, access, decompile, reverse engineer or otherwise derive the source code, algorithms, structure, or ideas upon which the Services are based or attempt to copy, change, delete or alter any content or functionality within the Services. Access to and use of the Services is restricted to authorized users with valid login credentials. You are responsible for protecting any login credentials, including any passwords. You are responsible for any activity under your login credentials.

Intellectual Property Rights. You acknowledge and agree that the Services may contain content or features (“Services Content”) that are protected by copyright, patent, trademark, trade secrets and other proprietary rights and laws. Except as expressly authorized by Tree3, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivatives work based on the Services or the Services Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined) that you legally upload or input to the Services. In connection with Your use of the Services, you will not engage in or use data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Tree3 from accessing the Services (including blocking of your IP address), you agree not to implement any measure to circumvent such blocking (i.e., masking you IP address, using a proxy server or proxy IP address). Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying and supporting the Services is property of Tree3, its affiliates and partners (“Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Tree3.

On the condition that you comply with all your obligations under this Agreement, Tree3 grants you a limited, revocable, non-exclusive, non-transferable license to access the Services. Any use of the Services in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use the Services. Your access to the Services is provided on a temporary basis with no guarantee for future availability. We reserve the right to withdraw or modify any content or services we provide in the Services without notice.

Digital Millennium Copyright Act. In the event that you wish to assert a claim based upon copyright infringement for graphics, images and text which are believed to be illegally residing on the Services, you should promptly send a written communication to Tree3 pursuant the Digital Millennium Copyright Act (“DMCA Claim”). Our current address is:

Tree3, Inc.
1825 Market Center Blvd Ste 415
Dallas, TX 75207

DMCA Claims must include the following information:

Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single on-line Website 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 Tree3 to locate the allegedly infringing material;
Information reasonably sufficient to permit Tree3 to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Additional Policies. Please review the Tree3 Privacy Policy located here, incorporated by reference, for information and notices concerning our collection and use of your information. Certain areas of and/or features or products on the Services may have different and/or additional terms and conditions or policies. If there is a conflict between this Agreement and the terms and conditions or policies posted for a specific area or feature, then the latter takes precedence with respect to your use of that area or feature and with respect to the provision in conflict.

Access to the Services from territories where the Services are illegal is strictly prohibited. Users are responsible for complying with all applicable federal, state, provincial, territorial, or local rules, laws, and regulations, directives and ordinances (collectively, “Applicable Laws”) regarding their use of the Services.

User Accounts & Security.

User Account – Store Owner. A store owner is a person or entity who uses the Services to create an online store to promote the sale of products for a fee (“Store Owner”). To access the Services, you must have a user account which could include choosing a URL (a “Store Owner Account”). Each user of the Services is limited to one account. You can create an Account by completing the registration process on the Tree3.com site and/or on the Tree3 mobile app. You may be required to provide information about yourself and/or your company as part to the registration process. You agree and warrant that any registration information that you submit to Tree3 will be correct, accurate, legal and up to date. You shall not: select and/or use as a username a name or URL (a) of another person or entity with the intent to impersonate that person or entity; (b) subject to any rights of a person other than you without appropriate authorization; or (c) that is otherwise offensive, vulgar or obscene.

User Account – Consumer. A consumer is any person or entity that visits a website on the Tree3 Platform and wishes to conduct a transaction using the Services (“Consumer”). In order to conduct a transaction via the Services, a Consumer must create a Tree3 Account (“Consumer Account”) (sometimes used collectively with Store Owner Account and referred to as just an “Account”). You must (1) be over the age of majority in the jurisdiction in which you live; (2) be registered with us and not previously restricted, suspended or terminated by us; and (3) not use another member’s account without his/her permission.

User Account – Brands/Retailers. A Brand or Retailer is any person or entity (collectively, “Retailers”) that (1) sells its products or services (collectively, “Products”), or authorizes Products to be sold via a third-party, on the Platform, or (2) allows Store Owners to sell Products on the Platform. Retailers promote, advertise and sell Products via the Services. Retailers are required to pay a Commission (as defined below) for the sale of its Products provided such Product sale is a Qualified Transaction (as defined below). Retailers determine and may change from time-to-time, at the Retailer’s sole discretion, the Commission payable by Product. Tree3 approves each Retailer and, upon such approval, uploads information on the Retailer’s Products, including but not limited to price, description, images and attributes specific to each Product, to the Tree3 catalog. Once the Retailer’s Products are in Tree3’s catalog, Tree3 Store Owners may select any or all Products in Tree3’s catalog and market such Products for sale via the Services. For each Qualified Transaction, Retailers owe Tree3 the Commission, of which a percentage is paid by Tree3 to the Store Owner once such Commission is collected by Tree3. Retailers are solely responsible for fulfilling and shipping Products to Consumers and Consumers are instructed to contact the Retailer directly for any returns, damage, injury, defect, error, delay, recall, warranty or obligation related to such Products. Each Retailer operates independently and is not under Tree3’s or any other User’s control with respect to the Services. Neither Tree3 nor any other User shall have any liability or responsibility for any Products purchased through the Services. Tree3 has no control or input over the Product information provided by the Retailer so, therefore, Tree3 does not endorse or recommend any Retailer or its Products and is not responsible for the accuracy or completeness of information displayed through the Services.

User Account Security. Maintaining your Account security is very important. You are solely responsible for maintaining the confidentiality of your Account information, including but not limited to username and password. You are also responsible for all activity conducted on the Account and all information uploaded through the Services. You agree to immediately notify Tree3 of unauthorized use of your Account.

User Content Transmitted Through the Services. With respect to the content, photos, videos, images, trademarks, logos, brands and other material you upload or post through the Services or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all rights, title and interest in and to, or otherwise have all necessary rights and consents to (and to allow others to) fully exploit such User Content, including, without limitation, as it concerns all copyrights, trademark rights, and rights of publicity or privacy related thereto. By uploading, sharing, providing, or otherwise making available any User Content or any portion thereof in connection with the Services, you hereby grant and will grant Tree3 and its affiliated companies and users a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Services or the promotion, advertising and marketing thereof, in any form, medium or technology now known or later developed. Without limiting the foregoing, if any User Content contains your name, image or likeness, you hereby release and hold harmless Tree3 and its affiliated partners and employees, from (1) all claims for invasion of privacy, publicity or libel, (2) any liability of other claims by virtue of any blurring, distortion, alteration, optical illusion, or other us of exploitation of your name, image or likeness, and (3), any liability for claims made by you (or any successor to any claim you might bring) in connection with your User Content, name, image or likeness. You waive any right to inspect or approve of intermediary version(s) or finished version(s) of the results of the use of your User Content. Further, if any person (other than you) appears in your User Content, you represent and warrant that you have secured all necessary licenses, waivers and releases from such person(s) for the benefit of Tree3 in a manner fully consistent with the licenses, waivers and releases set forth above.

Data. Tree3 acknowledges that you are the exclusive owner of all right, title and interest in and to the personal information you provide or make available to Tree3 for our provision of the Services (the “Data”). By uploading, transmitting, inputting or posting Data, you grant to Tree3 a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, edit, publish, post, transmit, and distribute the Data in its entirety or in part. You agree that the Data does not include derivatives, modifications, manipulations, transformations, aggregations, or de-identification of the information and any data or intellectual property derived therefrom by Tree3.

YOU HEREBY AGREE TO INDEMNIFY TREE3, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS FROM ANY AND ALL CLAIMS, DAMAGES, EXPENSES, FEES, LIABILITIES, AND LOSSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM ANY SUCH DATA AS DEFINED OR ANY FAILURE TO COMPLY WITH THIS SECTION.

We do not guarantee that any Services Content will be made available through the Services. We reserve the right to, but do not have any obligation to (i) remove, edit or modify any Services Content or User Content, in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Services Content or User Content, or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Services Content or User Content from the Services.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (“Submissions”), provided by you to Tree3 are non-confidential and Tree3 will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that Tree3 may preserve content and may also disclose content if required to do so by law or in the good-faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process, Applicable Laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Tree3, its users or the public.

Prohibited Uses: You agree that when using the Services, you will not:

Delete, modify, hack, or attempt to change or alter any portion of the Services;
Use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Services, servers, or networks connected to the Services or take any other action that interferes with any other person’s use of Services;
Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Services for any reason;
Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Services are based;
Introduce into the Services any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to disable, erase, or otherwise harm the Services or perform any such actions;
Introduce into the Services any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person;
Use the Services in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;
Access or attempt to access any other person’s information or content;
Encourage any illegal activities, or post anything that is obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity;
Decrypt, transfer, frame, display, or translate any part of the Services;
Connect to or access any Tree3 computer system or network without authorization; or
Use the information granted by the Services to create or sell a similar service or similar information.

Commissions & Store Owner Share. If a transaction occurs on a Store Owner website on which a third-party Product is sold and such sale is a Qualified Transaction (as defined below), a fee is payable by the third-party Retailer to Tree3 (a “Commission”). A portion of each Commission collected by Tree3 is subsequently paid to the Store Owner as income (the “Store Owner Share”). Store Owner Share on any given transaction is dependent on the Commission offered by the Retailer fulfilling the order for such transaction, and such percentage may vary from time-to-time at the full discretion of each Retailer.

Qualified Transaction. A “Qualified Transaction” is defined as the purchase of a Product that is (i) successfully fulfilled and shipped to the Consumer by the third-party Retailer, and (ii) not returned by the Consumer for a refund or credit. In most cases, a Product must be returned by the Consumer to the Retailer within sixty (60) days to qualify for a credit or refund. However, each Retailer has its own policies and procedures associated with Product returns (“Returns P&P”) and Returns P&P may be determined or amended at the full discretion of each Retailer. Third-party Retailer’s Returns P&P are not in Tree3’s control.

Receiving Store Owner Share Payments. As a condition of payment of Store Owner Share, you must (a) maintain an Account with the information necessary to process your payment, (b) establish and maintain an active account with any payment processing service designated by Tree3 (like PayPal, Venmo, etc.) (each a “Payment Service”), (c) provide Tree3 with all the necessary access and information to allow payment of your Store Owner Share to your Payment Service account; and, (d) provide additional information requested by Tree3. You acknowledge and agree that your relationship with, and use of, any Payment Service will be governed by such Payment Services’ own terms and conditions and any other applicable rules or policies of such Payment Service. Tree3 shall have no liability or responsibility to you or any other third-party in connection with the accuracy of the information provided by you or your use of any Payment Service (including any fees charged by said Payment Service in connecting with such use).

Payments. Store Owner Share is paid within 30-days following receipt of Commissions collected by Tree3 from the responsible party (i.e., third-party Retailer, Affiliate Network Partners or otherwise). In most instances, the responsible party makes Commission payments within 90 days of a Qualified Transaction. Store Owner’s Share must, in aggregate, be greater than or equal to $25.00 (twenty-five dollars) before payment is made by Tree3 and all amounts shall be expressed and paid in United States dollars. Tree3 is not responsible for payments delivered to the wrong Payment Service account through no fault of Tree3 or for payment errors made by any Payment Service.

Account Adjustments. At Tree3’s sole discretion, Tree3 may deduct from Store Owner’s Share in order to adjust for errors, returns made after payment and accepted by the Retailer, or other unforeseen cancellations. It is the Store Owner’s responsibility to check the Account regularly to ensure the reporting, credits/debits and payments made are accurate. If a Store Owner believes a Store Owner’s Share has not been accurately accounted for in the Account, Store Owner must contact Tree3 within 60 days of the Store Owner’s Share being posted to the Account. Should a Store Owner disagree with any adjustments made to the Account or payments made to Store Owner, Store Owner’s sole remedy is to terminate the account.

TAXES. STORE OWNER’S MAY BE TAXED ON RECEIPT OF INCOME EARNED. STORE OWNERS ACKNOWLEDGE AND AGREE THAT TREE3 WILL NOT WITHHOLD ANY TAXES OR MAKE ANY TAX PAYMENTS ON BEHALF OF ANY STORE OWNER WITH RESPECT TO ANY PAYMENTS MADE TO A STORE OWNER PURSUANT TO THESE TERMS, AND STORE OWNER HEREBY ASSUMES COMPLETE RESPONSIBILITY FOR THE PAYMENT OF ANY AND ALL SUCH TAXES. EACH STORE OWNER IS STRONGLY URGED TO CONSULT, AND HEREBY REPRESENT AND WARRANT THAT STORE OWNER HAS CONSULTED WITH ITS OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF RECEIVING ANY PAYMENTS UNDER THESE TERMS IN LIGHT OF EACH STORE OWNER’S PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES TO THEM.

Commissions Payable to Charitable Organizations. We may provide Store Owners with the opportunity or require Store Owners in some instances to donate all or a portion of the Store Owner’s Share to a public-interest, charitable organization or non-profit (each a “Charitable Organization”). At Tree3’s sole discretion, Tree3 has the right at any time to add or remove a Charitable Organization.

Shared Collections. Store Owners may create shareable product collections (a “Shared Collection”) that, at the Shared Collection creator’s option, can be selected by any other Store Owner (“Shared Collection User”) as a collection to market for sale on the Shared Collection User’s site. For each Qualified Transaction of a Product marketed for sale from a Shared Collection, a Store Owner hereby acknowledges and agrees that 20% of the Store Owner’s Share associated with such Qualified Transaction is deducted from earnings and payable to the creator of the Shared Collection. Such payments splits are managed by Tree3 on behalf of all parties.

The creator of a Shared Collection may, at his/her sole discretion, select any type and number of Products for a Shared Collection, and determine and amend, from time-to-time, such Shared Collection’s content, images or photos associated with the Shared Collection. Creators of Shared Collections acknowledge and agree that they cannot decide or determine which Store Owners on the Platform are allowed to select and market their (or any other Store Owner’s) Shared Collections.

A Shared Collection User will not have any ability or rights to amend any aspects of a third-party Shared Collection and hereby acknowledges and agrees that Shared Collections are managed at the sole discretion of the Shared Collection creator and that such creator may, at the creator’s sole discretion and without limitation, amend or delete the Shared Collection from the Platform at any time and for any (or no) reason.

[Shared Collections are in development and will be included in the Platform once approved and activated.]

Third-Party Licensors. Tree3 has business relationships with third parties who may provide some elements of the Services (“Third-Party Licensors”). Tree3 does not own nor does it control Third-Party Licensor products. You agree that Tree3 will not be responsible for any Third-Party Licensor products and further agree to hold Tree3 harmless for your use of any Third-Party Licensor products or services.

Some of these business relationships are with third-party affiliate networks (“Affiliate Networks Partners”) who in most instances manage the relationship between the Retailer and Tree3, including but not limited to, tracking transactions, determining the Commissions earned for Qualified Transactions and transferring funds to the appropriate recipients. In doing so, and independent of this Agreement, Affiliate Networks Partners have their own policies that are part of their services provided (see a list of Tree3’s Affiliate Network Partners for additional information, terms of use and privacy policies, which are hereby incorporated by reference).

YOU HEREBY AGREE TO INDEMNIFY TREE3, ITS AFFILIATES, THIRD PARTY LICENSORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS FROM ANY AND ALL CLAIMS, DAMAGES, EXPENSES, FEES, LIABILITIES, AND LOSSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM YOUR USE OF ANY THIRD-PARTY LICENSOR PRODUCTS OR MATERIALS.

No Endorsement of Links to Other Web Sites. Any links to other websites are provided as merely a convenience to you. The Services may provide links or references to other websites but Tree3 has not reviewed all of these other websites, has no responsibility for the content of such other websites and shall not be liable for any damages or injury arising from the content from these other websites. You understand that, except for information, products or services clearly identified as being supplied by Tree3, we do not operate, control or endorse any information, products or services on the Internet in any way. Tree3 does not endorse or make any representations about these other websites, or any information, other products or materials found on these other websites, or any results that may be obtained from using these other websites. If you decide to access any of these other websites linked to the Services, you do so entirely at your own risk.

Platform Unavailability. There may be times when the Services are unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Services will always be available or are completely free of human or technological errors.

Errors. The Services may contain typographical mistakes, inaccuracies, or omissions and some information may not be complete or current. We expressly reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice.

Representations & Warranties. We do not make any representation or warranty concerning errors, omissions, delays, or defects in the Services or any information supplied to you via the Services, or that files available through Services are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.

Compatibility. You must provide the equipment and Internet connections necessary to access the Services at your own expense. We do not guarantee that the Services will operate with your computer, tablet, mobile device, network, installed software, internet or mobile carrier service plans, or with any particular computer or other piece of hardware, software, equipment, or device you install on or use with your computer.

No Guarantees by Tree3. THE SERVICES ARE PROVIDED “AS IS”. TREE3 DOES NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF: (I) YOUR USE OR THE RESULTS OF YOUR USE OF THE SERVICES; (II) ANY ADVICE YOU GLEAN FROM THE SERVICES; OR (III) ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SERVICES. TREE3 DOES NOT PROMISE THAT THE SERVICES WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THERE IS NO WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY TREE3 AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, DATA, OR CONTENT.

Account Holds. From time to time, Tree3 may (in our sole discretion) place a hold on an Account (a “Hold”), restricting use of the Services. Some of the reasons that we may place a Hold on an Account include the following: (i) if we have reason to believe (in our sole discretion) that information provided by a Store Owner is false, misleading, or fraudulent, or that funds are being used in a prohibited manner, (ii) if the funds available (as determined by Tree3 in its sole discretion) should be provided directly to a person other than the Store Owner (such as a legal beneficiary or person entitled by law to act on behalf of a Store Owner), (iii) if we have reason to believe that a Store Owner (or Campaign as defined herein) has violated these Terms of Service, (iv) if Tree3 determines that the Store Owner, or anyone involved therewith, is colluding with customers (including Donors) to engage in fraudulent activity, (v) if we have reason to believe (in our sole discretion) that there may be suspicious or fraudulent activity, or (vi) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under Applicable Laws.

Payment Processing Partners. As part of the Services, a Store Owners may have the need to accept credit cards to conduct certain business transactions on the Platform (accepting donations and selling of a Store Owner’s merchandise/memberships are examples). Tree3 uses third-party payment partners to handle these services on behalf of the Store Owners (“Processing Partners”) and Paysafe Group, Inc. (“Paysafe”) has been chosen as the Processing Partner of Tree3. To transact using PaySafe, you will be required to provide the necessary underwriting information to create a merchant services account whereby agreeing, in addition to the terms of this Agreement, the Paysafe privacy policy which can be found here. Tree3 reserves the right to add additional Processing Partners as needed and will amend this policy as needed. [This function of the Services is in development and will be included in the Platform once approved and activated.]

Payment Card Industry Data Security Standards. The Payment Card Industry Data Security Standard (PCI DSS) is a set of industry-mandated requirements for any business that handles, processes, or stores credit cards. The primary purpose of the standards is to maintain controls around cardholder data to reduce credit card fraud. While Tree3 does not store credit card information, Tree3 is PCI DSS compliant and will maintain all applicable PCI DSS requirements to the extent that we, process, or transmit cardholder data on behalf of you, or to the extent that we can in any way impact the security of your cardholder data environment. For transactions conducted by the Services and not a Processing Partner, Tree3 uses Third-Party TokenEx, LLC for data security and regulatory compliance. For more information, go here.

Social Networks. The Services include features that operate in conjunction with certain third-party social networking platforms such as Facebook (the “Social Network Features”). While your use of the Social Network Features is governed by this Agreement, your access and use of third-party social networking platforms and the services provided through such platforms are governed by the terms of service and other agreements posted by such platforms. You understand and acknowledge that the Service is not endorsed or certified by any of the aforementioned social networking platforms.

ADDITIONAL TERMS AND CONDITIONS FOR CHARITIES, NON-PROFITS, FUNDRAISERS AND DONORS.

Use of Services. The Tree3 Platform and related Services may be used by a Store Owner in a manner to raise money via monetary donations or earn commissions on the sale of products to be paid to a charity, non-profit or as part of a fundraiser (collectively “Campaigns”).

Tree3 is a technology platform; Tree3 is not a Broker, Financial Institution, Creditor, Charity or 501(c)(3) nonprofit corporation. All information and content provided by a Store Owner is for informational purposes only, and Tree3 does not guarantee the accuracy, completeness, timeliness or reliability of any such information or content. No content is intended to provide financial, legal, tax or other professional advice. Before making any decisions regarding any Campaign(s), and any information or content provided by a Store Owner, you should consult your financial, legal, tax or other professional advisors as appropriate. You acknowledge that all information and content accessed by you using the Services is at your own risk.

Tree3 has no control over the contents provided by a Store Owner or information about a Campaign and hereby disclaims all liability in this regard to the fullest extent permitted by Applicable Law. We do not guarantee a certain amount of donations or any donations at all. We do not endorse any Campaigns and we make no guarantee, express or implied, that the information provided through the Services is accurate. Tree3 does not guarantee the success of any Campaign. You as a Donor, must make the final determination as to the value and appropriateness of contributing to any Campaign.

All donations are at your own risk. Tree3 is not responsible for any offers, promotions, rewards or promises made by a Store Owner or as part of a Campaign. We cannot verify and do not verify that the funds and/or products donated are used in accordance with the purpose purported by the Campaign or is in accordance with Applicable Laws. If you feel the funds are not being raised for the stated purposed, funds are being misused or any other fraudulent activity, please notify us immediately at report.

You, as a Store Owner, represent, warrant and covenant that (1) all information you provide in connection with a Campaign is accurate, complete, and not likely to deceive a reasonable Consumer; (2) all donations contributed to your Campaign will be used solely for the purposes you provide via the Services or otherwise provide; (3) you will not infringe on the rights of others; (4) you will comply with all relevant and applicable financial reporting obligations, including but not limited to laws and regulations relating to tax reporting , political contribution, and asset disclosures for your Campaign; and (5) to the extent you share with us any Data of third parties, you have the necessary authority (including any necessary consents), as required under Applicable Laws, to provide us with such Data and allow us to use such Data for the purposes for which you shared it with us. You authorize Tree3, and Tree3 reserves the right to, provide information relating to your Campaign and any Donors, beneficiaries of your Campaign to law enforcement, and to assist in any investigation thereof.

As part of all Campaigns, a donation confirmation email or receipt will be sent to the Donor that includes the appropriate information so the Donor can contact the recipient should a problem arise.

Data Retention. You acknowledge that Tree3 has no obligation to retain Data related to Campaigns. You also acknowledge that Tree3 has the right to delete Data or to terminate accounts or Campaigns at any time and for any reason, with or without notice, and without any liability to you or any third party for any claims, damages, costs or losses resulting thereof.

Donor and Donations. A donor is any person or entity that makes a monetary payment, or purchases a product on behalf of, via the Services to a Campaign (“Donor”). In order to contribute to a Campaign, a Donor must set-up a User Account which may be required you to provide certain information regarding your credit card and/or other payment instrument (“Payment Instrument”). You, as a Donor, represent and warrant that such information is true and that you are authorized to use the applicable Payment Instrument. You agree that a certain minimum donation amount may apply, and that all donation payments are final and will not be refunded unless the Store Owner, at its sole discretion, agrees to issue a refund. Store Owners, via the Services, use third-party Payment Processing Partners to bill you through your Payment Instrument, and Donors acknowledge that by contributing a donation to a Store Owner, the Donor is agreeing to any and all applicable terms as set forth by our Payment Processor(s).

Processing Donations. Each donation is subject to a credit card processing and convenience fee. This amount will be shown prior to charging the Donor’s Payment Instrument. Store Owners, not Tree3, are responsible for any applicable taxes based on their net income or gross receipts (if any).

Receiving Funds. As a Store Owner running a Campaign, receipt of donations, minus any applicable transaction and convenience fees, is based on upon and subject to the applicable Payment Processing Partner(s)’ procedures and terms surrounding distribution of funds. Tree3 is not a payment processor and does not hold funds.

Refunds or Chargebacks. The donation is processed by the Payment Processing Partner immediately upon checkout. Any refund or chargeback must be handled through the charity or the non-profit that received the donation, because that entity or organization has control over the donated funds after checkout; therefore, they are responsible for issuing refunds and handling chargebacks directly with the Donor.

Gift Registry Function. The Platform allows Store Owners to set-up a gift registry whereby you, as a Consumer, may purchase products on behalf of the Store Owner or a Store Owner’s designee (“Gift Registry”). Products purchased on a Gift Registry may be mailed directly to a recipient to an address determined in the sole discretion of the Store Owner. Before making any decisions regarding any Gift Registry purchases, and any information or content provided by a Store Owner, you should consult your financial, legal, tax or other professional advisors as appropriate. You acknowledge that all information and content accessed by you using the Services is at your own risk.

Disputes and Liability

Tree3 is Not Liable to You for Your Use of Services. We are not responsible for any damages to you or anyone filing suit on your behalf for any reason.

TREE3 AND ITS SUPPLIERS, LICENSORS, PARENT, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES OR SUCCESSORS-IN-INTEREST (COLLECTIVELY, “TREE3 PARTIES”), WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS, DEMANDS, LOST PROFITS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RELATING TO THIS AGREEMENT, YOUR USE OF THE SERVICES OR ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SERVICES AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF TREE3 PARTIES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES WILL BE TO STOP USING THE SERVICES.

IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF TREE3 PARTIES, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED ONE THOUSAND DOLLARS ($1000.00). THE OBLIGATIONS, LIABILITIES AND REMEDIES AS PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHERS AVAILABLE AT LAW OR IN EQUITY.

INDEMNFICATION. YOU WILL HOLD HARMLESS, INDEMNIFY, AND DEFEND TREE3 PARTIES FROM AND AGAINST ANY AND ALL CLAIMS (INCLUDING ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, AND REASONABLE ATTORNEYS’ FEES ARISING THEREFROM) RELATING TO ANY ACTION OR PROCEEDING BROUGHT BY A THIRD PARTY AGAINST ANY ONE OR MORE OF THE TREE3 PARTIES (I) ALLEGING INJURY, DAMAGE, OR LOSS RESULTING FROM YOUR USE OF THE SERVICES; (II) ALLEGING THAT YOUR DATA INFRINGES A COPYRIGHT, PATENT, OR TRADEMARK OR MISAPPROPRIATES A TRADE SECRET OF A THIRD-PARTY; (III) RELATED TO ANY ACT OR OMISSION BY YOU WHICH IS A BREACH OF YOUR OBLIGATIONS UNDER THIS AGREEMENT; AND (IV) YOUR USE OF INFORMATION OR RESULTS OBTAINED THROUGH THE SERVICES.

You will have the right to defend and compromise such claim at your expense for the benefit of the Tree3 Parties; provided, however, you will not have the right to obligate the Tree3 Parties in any respect in connection with any such settlement without the written consent of the indemnified party. Notwithstanding the foregoing, if you fail to assume your obligation to defend, the Tree3 Parties may do so to protect their interests and you will reimburse all costs incurred by the Tree3 Parties in connection with such defense.

ARBITRATION CLAUSE & CLASS ACTION WAIVER – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

Arbitration; Class Action Waiver. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US OR ANY OF OUR OFFICERS, DIRECTORS OR EMPLOYEES ACTING IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING OUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Notwithstanding the foregoing, nothing in these Terms of Service will be deemed to waive, preclude, or otherwise limit the right of either of us to (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) file suit in a court of law to address an intellectual property infringement claim.

The Process. Any arbitration between you and us will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms of Service. The AAA Rules and filing forms are available online at www.adr.org by calling the AAA at 1-800-778-7879.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Our current address for Notice is:

Tree3, Inc.
1825 Market Center Blvd Ste 415
Dallas, TX 75207

The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to work with you and make a good faith effort to resolve the claim directly, but if we aren’t successful within 60 days after the Notice of Arbitration is received, you or we may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by either of us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount which exceeds the last written settlement amount offered by us in settlement of the dispute prior to the award, we will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $1,000.00.

Any arbitration hearing will take place at an agreed upon location in Dallas, Texas, but if the claim is for $1,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephone hearing or (c) by an in-person hearing as established by the AAA Rules in the county of your billing address. If the arbitration finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in the Federal Rule of Civil procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse us for all monies previously disbursed by us that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

No Class Actions. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS TO THE FULLEST EXTENT LEGALLY PERMISSIBLE AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, unless both of us agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

Modifications to this Arbitration Provision. If we make any future change to this arbitration provision, other than a change to our address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to our address for Notice of Arbitration, in which case your account with us will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

Enforceability. If this Disputes and Liability section is found to be unenforceable, then the entirety of this Disputes section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in the Choice of Law section below will govern any action arising out of or related Terms of Service.

Choice of Law.The interpretation of this Agreement and the resolution of any disputes relating to this Agreement will be governed by the laws of the State of Texas without regard to any conflicts of laws provisions.

General Terms. If any part of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that part will be enforced to the maximum extent permitted by law, and the remainder of this Agreement will remain fully in force. Our failure to enforce or exercise any provision of this Agreement or related right will not constitute a waiver of that right or provision. No rights or obligations under this Agreement may be assigned or transferred by you, either voluntarily or by operation of law, without our express written consent and in our sole discretion. Tree3 will not represent, directly or indirectly, that any products or services of Tree3 have been approved, used, or endorsed by you without your written consent.

Questions, Comments or Suggestions. Please contact us at information@tree3.com to report any violations of this Agreement or to pose any questions regarding the contents herein.

Updated 1.6.2020