Your Agreement to these Terms of Use
Welcome to Milkywire! Thanks for stopping by our Terms of Use section. It contains important information, so please have a careful read-through and make sure you understand it all.
These Terms of Use (the “Terms”) govern the relationship between Milkywire AB, org. ID No. 559156-8018, having its registered address at Sveavägen 49, 113 59 Stockholm (“Milkywire", "we", "us" and “our”), and any individual or legal entity who uses any of Milkywire’s products and/or services offered on or enabled through Milkywire’s impact platform, including but not limited to, our website, API solutions, other integrated solutions, and an Impact Portal (collectively the “Services”). All uses of "you" and “your” refers to you as a user of the Services. These Terms govern your access to and use of our Services, and apply to all visitors, account holders and others who access and use the Services.
These Terms are personal to you, and cannot be sublicensed, assigned or otherwise transferred by you to another party without our prior written consent. By engaging in any of our Services, you accept and agree to the Privacy policy and Cookie policy, which is incorporated into and a part of these Terms. If you do not agree with these Terms, or any parts of it, you may not access or use the Services.
If you use the Services on behalf of a legal entity, then “you” includes you and that legal entity, you warrant that you are authorized to bind the legal entity to these Terms, and you accept these Terms on behalf of that legal entity.
1. Description of the Services
The Milkywire impact platform allows you to make monetary donations (individually referred to as “Contribution” and collectively as the “Contributions”) to curated impact funds, portfolios of high quality initiatives that contribute to climate and environmental action (“Impact Funds”), focusing on solutions beyond immediate value chain mitigation. Contributions to Impact Funds can be made online through our website (milkywire.com), our API(s), and other integration solutions.
The Services also include the possibility for eligible Milkywire users to access a portal, through which you can receive updates, reports and similar impact data on Contributions made to selected Impact Funds, as well as access to other features offered by Milkywire in relation to the Services ("Impact Portal”).
For avoidance of doubt, Milkywire does not provide any legal, financial, tax or other professional advice. In addition, Milkywire is not a financial institution, broker, creditor, a 501(c)(3) nonprofit organization or other form of charity.
2. Prohibited uses
You agree to use our Services only for lawful purposes and in a manner that does not infringe upon the rights of, or restrict or inhibit anyone else’s use and enjoyment of, our Services. Prohibited activities include, but are not limited to:
Using our Services to engage in any form of illegal or fraudulent activity;
Interfering with or disrupting the integrity or performance of our Services or the data contained therein;
Attempting to gain unauthorized access to, interfere with, damage, or disrupt our Services, or any servers, computer systems or databases associated with our Services;
Making unauthorized copies, modifying, adapting, creating derivative works of, or reverse engineering the Services, including any source code, algorithms, methods or techniques embodied by the Services;
Duplicating, decompiling, reverse engineering, disassembling or decoding the Services or attempting to do any of the same;
Distributing, licensing, transferring, selling any part of the Services or offering for sale any information obtained from the Services.
Using, reproducing or removing any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services
Using the Services, without our written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation;
Using our Services to knowingly transmit any data, viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
Using our Services in any way that violates applicable laws, regulations or codes of conduct.
3. Fund Partner
Contributions are made directly to a registered nonprofit fund partner organization (the "Fund Partner"), who handles and expends the Contributions to vetted initiatives that are part of the Impact Funds. The Impact Funds are a collaboration between Milkywire and the Fund Partner, developed to efficiently support high-impactful initiatives that contribute to climate and environmental action. The Fund Partner (currently WRLD Foundation and Stiftelsen WRLD Foundation) retains discretion and control over the Contributions and strives to ensure that your Contributions goes to the selected Impact Fund(s) you wish to support.
4. Consumer Contributions
Definition of Consumer Contributions
The Services may include community engagement features that enable the solicitation of charitable contributions form your communities of end-users, customers, and the general public, to the Impact Funds directly through Milkywire’s website or app (collectively “Consumer Contributions”). For avoidance of doubt, these provisions set forth in Section 4 serve as additional provisions that apply to Consumer Contributions, and all other provisions set forth in these Terms remain applicable.
By making Consumer Contributions, you represent and warrant that you are at least 18 years of age and legally competent. You agree that any Consumer Contribution made by you is voluntary, non-refundable, and non-transferable.
In order to make Consumer Contributions via the Milkywire app, an account is either created directly on the platform or through a third party service (currently Facebook, Google, and Apple) from which personal information provided by you to the third party, such as your name, email address, and other information that the third party service allow us to access, will be used for the purpose of creating your Milkywire app account. You are responsible for safeguarding your login credentials, and the activity on your account, whether or not you authorized that activity. You should immediately notify us of any unauthorized use of your account hello@milkywire.com.
Fees, Payment Method and Processing
By making a Consumer Contribution, you authorize Milkywire to charge your selected Payment Method (e.g., payment cards, direct debit). You agree to provide the necessary payment information and comply with our payment processing partners' terms of service (currently Klarna for card payments, direct debit, and direct bank transfer, and Stripe for card payments). All payment and transaction information will be handled according to our Privacy Notice. By providing payment information, you authorize our payment processing partners to charge your Payment Method for any Consumer Contribution and associated fees (e.g., transaction fees).
By making a Consumer Contribution you acknowledge and agree that a percentage of 10% of your Consumer Contribution will be retained by Milkywire to cover costs related to transactions and platform development. For further details regarding what the percentage fee covers, please refer to following section on our website.
You acknowledge and agree that it is your responsibility to ensure that you understand the financial, legal and tax implications before using the Services or making a Consumer Contribution. If you are uncertain about the financial or tax implications of making a Consumer Contribution, we recommend you to consult professional advisors.
Recurring Consumer Contributions
By opting for Recurring Consumer Contributions, you acknowledge that they will automatically renew on a monthly basis unless you actively opt out by emailing hello@milkywire.com. Throughout the consecutive renewal periods, you authorize Milkywire to charge your selected Payment Method periodically until you terminate the Recurring Consumer Contributions. You agree to keep your payment information up to date. Any changes or termination of the Recurring Consumer Contributions will only apply to future contributions after Milkywire receives notice. If you don't terminate prior to a scheduled contribution, Milkywire will continue to bill your selected Payment Method in accordance with these Terms.
Refund Requests and Termination of Consumer Contributions
Eligibility for any refunds will be determined by Milkywire in its sole discretion. Milkywire reserves the right to reject or refund any Contribution for any reason, including but not limited to suspected fraud, violation of the Terms, or non-compliance with applicable laws or regulations. Requests for refunds must be received by Milkywire within thirty (30) days after the payment has been completed.
To terminate or request a refund of a Consumer Contribution, contact us by sending an email to hello@milkywire.com.
We may restrict or terminate your access to make Consumer Contributions via the website or app at any time. Upon termination, your right to access the website or app to make Consumer Contributions will be revoked immediately. Any Services still ongoing shall be carried through in accordance with these Terms. Obligations arising from any breach of contract during the term of these Terms shall not be affected by termination.
5. Access to Milkywire’s APIs
The provisions of Section 5 are applicable only to the extent that you have been invited to use and integrate Milkywire’s APIs into your business, in order to add the possibility for your customers to create payment requests on behalf of the customers to Milkywire’s impact platform. For avoidance of doubt, the provisions included in this section are deemed additional provisions that are applicable to the extent that you are invited to use Milkywire’s APIs, and all other provisions set forth in the Terms remain applicable.
To the extent you use and integrate Milkywire’s APIs, you hereby acknowledge and agree to the following provisions;
Grant of License
Subject to the restrictions below, we grant you a non-exclusive, revocable, non-sublicensable, non-transferable, limited license to access and use our APIs.
Milkywire will maintain a record of all donations made through the Milkywire API and send payment instructions for the aggregate donation amount to you at the end of each month. If you fail to make the payment, Milkywire may deny any future use of or access to the Milkywire API.
You shall not republish or distribute information from the Milkywire API. You shall not store, copy, rent, lease, sell, distribute, transfer, assign, sublicense, disassemble, decode, decompile, or otherwise reverse engineer the Milkywire API, modify information or alter any part of the Milkywire API, or otherwise use the Milkywire API on behalf of any third party. You may not access our APIs in order to replicate or compete with our Services. You may not use the Milkywire API for activities that violate any law or regulation.
You shall not decipher or otherwise attempt to discover any programming code or any source code used in or with, create derivative works based on or in any manner commercially exploit the Milkywire API. You may not access any portion of the Milkywire API without authorization, or cause interruptions in the accessibility of the Milkywire API.
You are prohibited from using the Milkywire API in any way other than expressly permitted under the Terms or for any other purpose without Milkywire’s prior written consent.
Termination
Unless otherwise agreed upon in writing (email is sufficient) or governed via a separate agreement with Milkywire you may terminate your use of the Milkywire API, at any time and for any reason, or for no reason. Milkywire may terminate your use of the Milkywire API if you breach or violate any provisions in these Terms, or use the Milkywire API in any way that does not comply with the intended purposes or is otherwise harmful for Milkywire or any third person.
6. Fees
For all costs and fees associated with Consumer Contributions please refer to the information provided in Section 4.
For all other usages of and access to the Services not defined as Consumer Contributions, you agree to pay all costs and fees associated with your use of the Services (“Fees”) which are either (i) presented to you on our Impact Platform, (ii) invoiced to you, (iii) provided from use of our API, or (iv) as otherwise agreed between the parties in a separate agreement. You acknowledge and agree that all information you provide with regards to, but not limited to, credit card, information included on an invoice or any other payment information, is accurate, current and complete, and you represent and warrant that you have the legal right to use the agreed payment method.
For clarity, if you are using the Services to direct your end-users to a Milkywire Impact Fund where end-users can make Consumer Contributions directly from Milkywire’s website, the costs and fees associated with those end-user Consumer Contributions will be collected by Milkywire from the end-users and will not be charged or invoiced to you, unless otherwise agreed.
By making a Contribution enabled by the Services, you acknowledge and agree that a percentage of 10 % of your Contribution will be retained by Milkywire to cover costs related to transactions and platform development. For further details regarding what the percentage fee covers, please refer to following section on our website.
You acknowledge and agree that it is your responsibility to ensure that you understand the financial, legal and tax implications before using the Services or making Contribution. If you are uncertain about the financial or tax implications of making a Contribution, we recommend you to consult professional advisors.
7. Personal data
You confirm the knowledge of and accept how we process your personal data, which can be found in our Privacy policy.
8. Intellectual property
We respect intellectual property rights, and expect nothing less from you. You acknowledge and agree that all intellectual property rights of the Services, including but not limited to, all patents, inventions, patent applications, unpatented inventions, design rights, logos, copyrights, trademarks, trade names, service names, domain name rights as well as all forms of protection of a similar nature anywhere in the world, whether or not registered, are and will remain the exclusive property of Milkywire. You may not use Milkywire’s intellectual property rights without the prior written consent of Milkywire. You agree not to challenge, contest, or otherwise interfere with Milkywire's ownership of such intellectual property rights, or the validity or enforceability thereof. Any use of the Services not expressly permitted by these Terms is considered a breach and may infringe or violate intellectual property rights, and we reserve the right to take any legal action to protect our rights.
We take reasonable steps to promptly remove from our Services any infringing material that we become aware of. You should notify Milkywire immediately by emailing hello@milkywire.com. If you become aware of or suspect copyright infringement while using the Services. We reserve the right to take any action we deem appropriate, including removing or blocking access to infringing material, and cooperating with law enforcement or third-party rights holders in any legal proceedings.
9. Term and termination
The duration and termination of your usage of the Services may vary depending on the specific Services you utilize. Certain Services, such as Consumer Contributions as described in Section 4, and access to APIs as described in Section 5, may have their own specific provisions regarding termination. For users who have entered into separate written agreements with Milkywire, the duration and termination of your usage of the Services shall be governed by the terms agreed upon in those separate agreements.
10. Whistleblower policy
Milkywire is committed to the highest possible standards of openness, honesty and accountability. Our whistleblowing function (www.milkywire.com/whistleblowing) lets you raise a concern about something that doesn’t seem right. Anything that you think might seriously affect Milkywire, our donors, or the projects on our platform is worth reporting. Tell us about the issue and we will investigate it further. The whistleblowing function is anonymous and your information will not be shared externally.
11. Disclaimers
The Services are provided on an “AS IS” and “AS AVAILABLE” basis, and are provided without warranties of any kind, whether expressed or implied, including, but not limited to, warranties of non-infringement of third-party rights, merchantability, accuracy, availability, or fitness for a particular purpose. Milkywire makes no warranty that the Services is bug free or error free, that your use of the Services will operate without any interruption, or that the Services are compatible with the soft- or hardware and IT-environment used by you.
12. Limitation of liability
In no event shall Milkywire, its subsidiaries, affiliates or any of their respective employees, officers, directors, agents, partners be liable for:
loss of contracts;
loss of reputation and/or goodwill;
loss of profit, loss of revenue, loss of anticipated savings and/or loss of business; or
indirect, consequential or special loss, damage or liability even if such loss or damage was reasonably foreseeable, arising out of or in connection with your use of the Services under these Terms.
Our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for the Services under the applicable contract.
We shall not be liable for any loss or damages unless notice in writing summarizing the nature of the damages (in so far as it is known by you) and, as far as is reasonably practicable, the amount of damages claimed, has been provided to us within 3 months from when you became aware of the loss or, if earlier, within 6 months from when the loss occurring.
13. Indemnification
You agree to indemnify, defend, and hold harmless Milkywire and its affiliates, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees and expenses arising out of or in any way connected with your use of the Services, your violation of these Terms of Use, or your violation of any rights of another.
14. Confidentiality
The Parties hereby undertake, during the term of the Agreement and thereafter, not to disclose to any third party information regarding the Agreement, nor any other information which the Parties have learned as a result of the Agreement, whether written or oral and irrespective of form (“Confidential Information”). Confidential Information means all information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) regarding the business of the Disclosing Party and its affiliates, including technical, marketing, financial, volunteer, employee, donor; planning, strategies, research, data, know-how, as well as other confidential or proprietary information in any form or medium (e.g., written, verbal, electronic, visual) that, for any of the above: (a) has been identified by the Disclosing Party as “Confidential” or “Proprietary”; or (b) should reasonably be understood to be confidential to the Disclosing Party based on the nature of the information or the circumstances of its disclosure.
The Parties agree and acknowledge that the Confidential Information may be used solely for the fulfilment of obligations under this Agreement and not for any other purpose. The Receiving Party further agrees to use, and ensures its directors, officers, employees, sub-contractors or other intermediaries use the same degree of care (but not less than reasonable care) to avoid disclosure or use of Confidential Information as the Receiving Party uses with respect to its own confidential and/or proprietary information. The Parties shall not reverse engineer, dissemble, or decompile any software or other tangible objects that embody the other Party’s Confidential Information.
This confidentiality undertaking does not apply to information which the Receiving Party can demonstrate by documentation: was or becomes generally known by the public other than as a result of a disclosure by the receiving party or any of its representatives; was or is independently developed by the Receiving Party without use of any of the Disclosing Party’s Confidential Information; was already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information directly or indirectly from or on behalf of the Disclosing Party; or was received by the Receiving Party from a third party who was not, at the time of such disclosure, under any obligation to the Disclosing Party or any other person to maintain the confidentiality of such information. 10.4 In addition, this confidentiality undertaking shall not apply to the extent that any Party is required to make a disclosure of information by law or pursuant to an order of court or other competent authority or tribunal. In the event that any Party would be required to make any such disclosure, each Party undertakes to give the other Party immediate notice prior to any such disclosure, in order to make it possible for the other Party to seek an appropriate protective order or other remedy. Each Party also agrees and undertakes to use its best efforts to ensure that any information disclosed under this section, to the extent possible, shall be treated confidentially by anyone receiving such information. The Receiving Party will promptly notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Disclosing Party’s Confidential Information.
15. Changes to the Services and Terms
We continuously work to improve our Services, and we may change or update the Services and the Terms from time to time. If we make material changes to the Terms we will use reasonable efforts to notify you, which may include sending an e-mail and/or through other communications. However it is your responsibility to read the Terms from time to time when using the Services to stay informed of any such changes. The “Last Updated” date mentioned herein represents the most recent date of any modifications or updates. By continuing to use the Services, you acknowledge and accept any updated Terms. Please note that Milkywire reserves the right to modify or discontinue any part of the offerings provided through our Services at any time without prior notice.
16. Relationship to Other Agreements
In addition to these Terms, you may have a separate agreement with Milkywire governing your usage of the Services. In the event of any conflict or inconsistency between these Terms and any separate written agreement, the provisions of the separate written agreement shall prevail.
In avoidance of doubt, the existence of a separate agreement does not negate or override the applicability of these Terms, except as specifically provided for in the separate agreement.
17. Miscellaneous
Nothing contained in these Terms shall be construed as or deemed to create any agency, joint venture or other form of joint enterprise, employment, or fiduciary relationship, and you shall not have authority to contract or bind us in any manner whatsoever.
Unless you have entered into a separate written agreement with Milkywire, you acknowledge and agree that you are not considered an official collaborator or partner of Milkywire.
If any provision of these Terms is found to be legally ineffective or invalid, it will not affect the validity and enforceability of any remaining provisions set forth in these Terms.
18. Governing law
These Terms shall be governed by and will be construed in accordance with Swedish law. Any dispute, controversy or claim arising out of or in connection with this agreement, shall be settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of arbitration shall be in Stockholm, Sweden.
We welcome feedback, comments and suggestions for improvements to the Services by emailing us.
That’s it! If you have any questions or comments that you’d like to share with us, don’t hesitate to reach out (hello@milkywire.com). We hope you’ll enjoy the Milkywire universe as much as we do.
Last updated: 6th of July 2023