UniversalGiving.org

Terms of Service and Use

Last Updated: December 17, 2010

UniversalGiving ("UniversalGiving," "we," or "us") provides the UniversalGiving site at URL: http://www.UniversalGiving.org/ and through various other URLs (the "Site") in connection with our partner companies and organizations and the services offered on it, including but not limited to the UniversalGiving website service (collectively, the "Services") to all of our users and visitors to the Site ("you") under the following terms of service and use (the "Terms"). Please read the Terms carefully. You understand and agree that the Services are provided to you exclusively under these Terms. By using the Services, you are stating that you have read and understand the Terms and that you agree to be bound by them. We reserve the right to terminate your use or access to the Services at any time for any reason, including, without limitation, if we learn that you have provided false or misleading information or have violated the Terms.

1. Eligibility

If you are under the age of majority in your jurisdiction, please ask a parent or guardian to read and accept these Terms on your behalf prior to your use of the Site or Services. You represent that you meet the eligibility requirements in this Section. If you are using the Site or opening an account on behalf of a company, entity, or organization (collectively “Subscribing Organization”), then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms and agree to be bound by these Terms on behalf of such Subscribing Organization.


2. Your Responsibilities

You agree not to use the Services to: (a) violate any local, state, national or international law; (b) stalk, harass or harm another individual; (c) collect or store personal data about other users; (d) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (e) interfere with or disrupt or attempt to gain unauthorized access to the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services. You also agree not to use the Services or the Site if you do not meet the eligibility requirements described in Section 1 above. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Services, use of the Services or access to the Services. Without our written consent, you may not (a) allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (spam); (b) use any high volume, automated, or electronic means to access the Services (including without limitation robots, spiders or scripts); (c) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages; or (d) circumvent or otherwise interfere with any features that prevent or restrict the use or copying of any part of the Site. All information that you provide to us will be true, accurate and current.


3. Modifications to Terms

We may change the Terms at any time. These changes will be posted on the Site and will take effect immediately; provided, however, that if we, in our sole discretion, deem any new and/or additional material terms to be detrimental to your rights, such terms will be marked as material changes and will take effect 30 days after they are posted on the Site. If any material modifications are detrimental to your rights under these Terms, we will make commercially reasonable efforts to notify you electronically. For example, we may send a message to your email address, if we have one on file, or we may display a notice on this Site indicating that the Terms have changed. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Services or Site following any such changes becoming effective shall indicate your acknowledgement of such changes and agreement to be bound by the revised Terms, inclusive of such changes.


4. Modifications to Services

We reserve the right to modify or discontinue the Site or Services with or without notice to you. We shall not be liable to you or any third party should we exercise our right to modify or discontinue the Site or Services. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Site or Services following any such changes shall indicate your acknowledgement of such changes and satisfaction with the Site and Services as so modified.


5. Privacy

As part of the registration process, you will be asked to provide certain personal information to us. All uses of your personal information will be treated in accordance with our Privacy Policy, available at http://www.universalgiving.org/about_us/privacy-policy.jsp, which is hereby incorporated into these Terms by reference. If you use the Site and/or the Services, you are accepting the terms and conditions of our Privacy Policy. If you do not agree to have your information used in any of the ways described in the Privacy Policy, you must discontinue use of the Site and the Services.


6. Third Party Content and Monitoring

We distribute and publish content supplied by users of the Services and by other third parties. Accordingly, we have no editorial control over such content. Any services, offers, or other information or content expressed or made available by third parties, including information provided by other users of the Services, are those of the respective author(s) or distributor(s) of that information and not of us. We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Services or the Site by anyone other than authorized UniversalGiving employees or UniversalGiving spokespersons while acting in their official capacities. We have the right, but not the obligation, to monitor and review the content on the Site and the Services and your account to determine compliance with these Terms and any other operating rules established by us, to satisfy any law, regulation or authorized government request, or for other purposes. You understand and acknowledge that we do not monitor content for accuracy or reliability.


7. Your Content; License; Representation and Warranty

You are solely responsible for content you provide to us to be published on our Site ("Your Content"), and we act as a passive conduit for the distribution and publication of Your Content. However, we reserve the right to remove Your Content if we believe Your Content may create liability for us. You represent and warrant that you have the necessary rights to authorize us to use Your Content in the manner contemplated by us and these Terms and that Your Content (a) does not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) does not violate any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control; (c) is not defamatory or trade libelous; (d) is not pornographic or obscene; (e) does not violate any laws regarding unfair competition, anti-discrimination or false advertising; and (f) does not contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You acknowledge and agree that third party users of the Site or Services are third-party beneficiaries of these representations and warranties, and that they shall apply to them with the same force and effect as they apply to us. You hereby grant to us a worldwide, perpetual, irrevocable, transferable, royalty-free right, sublicensable through multiple tiers of sublicensees, to exercise all rights with respect to Your Content in any media now known or not currently known. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to Your Content. You hereby grant to each Third Party (as defined below) a non-exclusive license to access Your Content through the Site, and to use, reproduce, distribute, prepare derivative works of, display, and perform Your Content as permitted by the functionality of the Site and these Terms.


8. Dealing with Partners and Advertisers

Your correspondence, activity or ensuing relationship with individuals, organizations and third parties found on or through the Services, including posting or acceptance of donation and donation-related and volunteer and volunteer-related organizations, projects, site visits, opportunities, other related vehicles, activities and communications and any other terms or conditions associated with such dealings, are solely between you and such parties. YOU AGREE THAT UNIVERSAL GIVING WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT OF THE PRESENCE OF SUCH PARTIES ON THE SERVICES OR SITE.


9. Links

Our provision of a link to any other site or location is for your convenience and does not signify our endorsement or affiliation with such other site or location or its contents. We have no control over, do not review, and cannot be responsible for, these outside Web sites or their content. WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, OR FOR YOUR USE OF SUCH INFORMATION.


10. Digital Millennium Copyright Act

It is UniversalGiving’s policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). In addition, we will promptly terminate without notice the accounts of those determined by us to be "repeat infringers.” If you are a copyright owner or an agent thereof, and believe that any content on the Site infringes upon your copyrights, you may submit a notification pursuant to the DMCA by providing our Designated Copyright Agent (indicated below) with the following information in writing (see 17 U.S.C § 512(c)(3) or consult your own legal counsel to confirm these requirements):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works from the Site;
3. 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 UniversalGiving to locate the material;
4. Information reasonably sufficient to permit UniversalGiving to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.


Counter Notification

If you elect to send us a counter notice, to be effective it must be a written communication to our Designated Copyright Agent (indicated below) that includes the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

1. A physical or electronic signature of the subscriber;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
4. The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which UniversalGiving may be found, and that the subscriber will accept service of process from the person who provided notification under Section 512(c)(1)(C) or an agent of such person.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.


Designated Copyright Agent

UniversalGiving’s Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows:

Pamela Hawley,
UniversalGiving.org
901 Mission Street, Suite 205
San Francisco, CA 94103
415-296-9193
phawley@universalgiving.org


For clarity, only DMCA notices should go to UniversalGiving’s Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to UniversalGiving customer service through info@UniversalGiving.org. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.


11. Termination

You agree that we, in our sole discretion, may terminate or interrupt your use of the Services or Site without prior notice, and remove and discard Your Content from the Site, for any reason and without prior notice, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms. FURTHER, YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES. You may discontinue your participation in and access to the Services at any time.


12. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES AND SITE IS AT YOUR SOLE RISK. THE SERVICES AND SITE (INCLUDING BUT NOT LIMITED TO ANY INFORMATION ON THE SITE) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNIVERSAL GIVING AND ITS CONTRIBUTORS EXPRESSLY DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES AS TO ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT. UNIVERSAL GIVING MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES UNIVERSAL GIVING OR ITS CONTRIBUTORS MAKE ANY WARRANTY OR GUARANTEE AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, QUALITY, COMPLETENESS, CURRENCY, VALIDITY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR SITE (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION OBTAINED THROUGH LINKED SITES) OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED OR OBTAINED AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION. UNIVERSAL GIVING MAKES NO WARRANTY REGARDING ANY DEALINGS WITH OR TRANSACTIONS ENTERED INTO WITH ANY OTHER PARTIES THROUGH THE SERVICES (INCLUDING BUT NOT LIMITED TO ANY TRANSACTIONS INVOLVING VOLUNTEERING OR DONATING). THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, EFFORT AND RESULTS TO BE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICES IS WITH YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UNIVERSAL GIVING OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. DUE TO THE POSSIBILITY OF HUMAN AND MECHANICAL ERROR, NEITHER UNIVERSAL GIVING NOR ANY OF THE CONTRIBUTORS TO THIS SITE IS RESPONSIBLE FOR ANY ERRORS OR OMISSIONS. NEITHER UNIVERSAL GIVING NOR ITS CONTRIBUTORS WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND INCURRED AS A RESULT OF THE INFORMATION POSTED ON THIS SITE.


13. Disclaimer Regarding Financial and Legal Advice

The information on this site, including but not limited to reports, newsletters, articles, and opinions, is provided for educational and informational purposes only. It is not intended to provide legal, accounting, or tax advice and should not be relied on in that respect. We suggest that you hire an attorney, accountant, and/or financial advisor to answer any financial or legal questions.


14. Disclaimer Regarding Donations and Disbursements of Funds

Individual users and visitors of the Site are solely responsible for conducting all transactions with UniversalGiving with accurate information at the time of each transaction. Users associated with non-governmental organizations are solely responsible for educating their own donor community and users on how to conduct all transactions as intended on the Site. Transactions include but are not limited to transactions occurring online, offline, and those conducted by all other forms of media (phone, mobile, text, email, paper, etc) or through our current and future technology partners. To the full extent allowed under applicable law, we reserve the right to deny or reject any and all requests made for refund, cancellation, and/or modification to transactions processed successfully by the Site. Unless otherwise required by law, we are not responsible for or under any liability or warranty whatsoever to correct any past or historic transactional, system, or human errors in relation to the Site or any Services provided, and we hold sole discretion in any such matters or disputes to the full extent allowed under applicable law. Offline check donations are placed on hold for 30 days from the date the check was received by us for check verification and processing purposes. Once cleared, the funds are included for the next scheduled disbursements cycle. We are not responsible for any disputes, fees, or other charges that originate for any reason through www.paypal.com ("PayPal"). We reserve the right to deduct any such charges from pending or future payments owed to or intended for any receiving party. Any and all disbursed payments that are for any reason unclaimed, denied, or returned by PayPal are held for a maximum grace period of 30 days from the date of disbursement before they become our rightful and sole property.Any and all other payments that are for any reason unclaimed, denied, or returned by recipients, including unredeemed Gift Certificates, are held for a maximum grace period of 12 months from the date of transaction before they become our rightful and sole property, used to support UniversalGiving's nonprofit mission.


15. Limitation of Liability

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL UNIVERSALGIVING OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DONATIONS MADE THROUGH THE SITE), ANY VOLUNTEER OPPORTUNITIES ON THE SITE (INCLUDING BUT NOT LIMITED TO YOUR PARTICIPATION IN THE SAME) OR YOUR USE OR INABILITY TO USE THE SITE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE OR SERVICES. THE AGGREGATE LIABILITY OF UNIVERSALGIVING TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS LIMITED TO ONE HUNDRED DOLLARS ($100).


16. Exclusions and Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages (including without limitation incidental or consequential damages). Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit our liability, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.


17. Indemnification

You agree to indemnify, defend and hold harmless UniversalGiving, its parents, subsidiaries, affiliates, officers, directors, co-branders and other partners (including third-party partners to whom UniversalGiving may provide Your Content ("Third Parties")), employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from (1) Your Content and any information you (or anyone accessing the Services using your password) submit, post or transmit through the Services, (2) your (or access to the Services as your) use of the Services, (3) your (or access to the Services as your) violation of these Terms, (4) your (or anyone using your account's) violation of any rights of any other person or entity or (5) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the Services.


18. Trademarks

Certain of the names, logos, and other materials displayed in the Services constitute trademarks, tradenames, service marks or logos ("Marks") of us or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.


19. Copyrights; Restrictions On Use

The content of the Services, the Site or any content obtained by you from UniversalGiving ("Our Content"), including without limitation, text, databases, software, code, music, sound, photos, and graphics, is (1) subject to the copyrights of UniversalGiving and/or its licensors under United States and international copyright laws, (2) subject to other intellectual property and proprietary rights and laws; and (3) owned by UniversalGiving or its licensors. Our Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors, with the sole exception that one copy may be downloaded onto a single computer for (a) your personal, noncommercial use if you are a volunteer or (b) your archival purposes, if you are a nonprofit or public service organization. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Content. UniversalGiving reserves all rights not expressly granted in these Terms.


20. Miscellaneous

The Terms constitute the entire and exclusive and final statement of the agreement between you and us with respect to the subject matter hereof, and govern your use of the Services and the Site, superseding any prior written or oral agreements or negotiations between you and us with respect to the subject matter hereof. The Terms and the relationship between you and UniversalGiving shall be governed by the laws of the State of California, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. Any legal action, suit or proceeding arising out of or relating to the Terms, the Services or the Site must be instituted exclusively in the federal or state courts located in San Francisco County, California and in no other jurisdiction. You further consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in that provision, and that the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Site, the Services or the Terms must be filed within six (6) months after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect. The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, without the express written consent of UniversalGiving but may be assigned by UniversalGiving without restriction. Any assignment attempt in violation of these Terms shall be null and void.


21. Survival

The terms of Sections 6 through 21 as well as any other limitations on liability explicitly set forth herein shall survive the expiration or earlier termination of the Terms for any reason. Our (and our licensors') proprietary rights (including any and all intellectual property rights) in and to Our Content and the Site and Services shall survive the expiration or earlier termination of the Terms for any reason. Any license to Your Content granted by you shall continue in effect subject to the terms of the applicable license.


22. Violations; Disclosure

The services hereunder are offered by UniversalGiving, located at:

UniversalGiving.org
901 Mission Street, Suite 205
San Francisco, CA 94103


Please report any violations of the Terms to info@UniversalGiving.org.

Last Updated: December 17, 2010

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