EFFECTIVE DATE: AUGUST 18, 2016
Welcome to NonProfitTHRIVE ("NPT"). NPT ("NonProfitTHRIVE," "we," or "us") provides the NPT site at URL: nonprofitthrive.com ("Site"). The Site offers the services, including but not limited to the Volunteer Data, Volunteer Opportunity Data, Organization Data, Skills Data, trademark, logo, or other proprietary information or materials, including images, text, page layout, or form (collectively, "Licensed Content"); NPT online NonProfitTHRIVE Volunteer Network service, and various distribution services and other information related thereto (collectively, the "Services") to our users, whether they be nonprofit organizations, volunteers, businesses, readers of our newsletters, registered NPT members, or other visitors to the Site under the Terms of Service contained in these Terms (as defined below). "You" means the individual person entering this Agreement on his or her own behalf; or, if this Agreement is being entered on behalf of an organization, such as an employer, "you" means the organization on whose behalf which this Agreement is entered, and in the latter case, the person entering this Agreement represents and warrants that he or she has the authority to do so on your behalf.
IF YOU USE THE SITE, SUBMIT ANY FORM OF COPYRIGHTABLE MATERIAL TO NPT ("SUPPLIED CONTENT") OR EMPLOY THE NPT DISTRIBUTION SERVICES VIA AN NPT API ("DISTRIBUTION SERVICES"), YOU AGREE TO BE SUBJECT TO THE FOLLOWING TERMS OF SERVICE ("AGREEMENT"). PLEASE READ THE TERMS CAREFULLY. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE SITE, PROVIDE THE SUPPLIED CONTENT OR UTILIZE THE DISTRIBUTION SERVICES.
1. ALL NPT USERS AND MEMBERS
1.1 Registering. Depending on what Services you desire to receive, you may need to register and become an NPT member. You will find registration instructions on the Site. If you are providing content on the Site on behalf of an Organization, please refer to the "Content Providers" section. If you are distributing or syndicating content from the Site, either on your own behalf or on behalf of an Organization, please refer to the "Distribution Partners" section.
1.2 Eligibility. By registering as an NPT member or member organization, you represent that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 14 years old or have the permission of your parent or guardian to use this Site; and (d) your use of the Services does not violate any applicable law or regulation. Your member profile may be deleted without warning if we have reason to believe that you do not meet eligibility requirements. We intend that this Site and the Services be used by individuals satisfying the foregoing eligibility requirements.
1.3 Username and Password. When you sign up to become an NPT member either to post volunteer opportunities or to search volunteer opportunities, you will also be asked to choose a username and password for your NPT profile. You are entirely responsible for maintaining the confidentiality of your password and all use of your NPT username, password, and profile. You agree not to use the NPT profile, username, or password of another NPT member at any time unless expressly authorized by such NPT member. You agree to notify us immediately if you suspect any unauthorized use of your NPT profile or access to your password.
1.4 Term. This Agreement shall remain in full force and effect while you use the Site, Services, or remain an NPT member. NPT will provide you with the Services chosen by you substantially as described on the Site. The Site and Services are made available for your personal, internal, and non-commercial use.
1.5 Termination. 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. Without limiting any other remedies, we may suspend or terminate your account if you are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with this Site or any Services.
In addition, either party may terminate the Service at any time, for any reason, or for no reason including, but not limited to, if You engage in any action that reflects poorly on NPT or otherwise disparages or devalues the NPT Brand Features or NPT's reputation or goodwill.
1.5.1 Effect of Termination. When this Agreement terminates: (a) You will cease providing NPT with Supplied Content and, if applicable, provide a null data set to NPT to replace the Licensed Content; (b) NPT will use commercially reasonable efforts to cease display of the Supplied Content to end users on the Site and to cease inclusion of the Supplied Content from the Distribution Services within 120 days after termination (or, if applicable, provision of the empty feed); except that the sublicenses existing at the time of termination of this Agreement shall remain in effect for the term of the applicable sublicense; (c) You shall immediately cease displaying Licensed Content from your site and any content distribution services containing the Licensed Content.
1.5.2 Survival. In the event of any termination or expiration of the Terms of Service for any reason, Sections 1.5, 1.9, 1.10, 1.12, 1.14, 1.15, 1.17, 3.7, and 3.8 shall survive termination. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating the Terms of Service in accordance with its terms.
1.5.3 Remedies. You acknowledge that Your breach of service/license restrictions contained herein may cause irreparable harm to NPT, the extent of which would be difficult to ascertain. Accordingly, You agree that, in addition to any other remedies to which NPT may be legally entitled, NPT shall have the right to seek immediate injunctive relief in the event of a breach of such sections by You or any of Your officers, employees, consultants or other agents.
1.6 Your Responsibilities. You may not use the Site, Licensed Content or Services to: (a) violate any local, state, national or international law; (b) stalk, harass or harm another individual, or use disrespectful language. Like any community, the online conversation flourishes only when our NPT members feel welcome and safe. You agree not to use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, etc. Hate speech of any kind is grounds for immediate and permanent suspension of access to all or part of the Services; (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 the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services. Without our prior written consent, you may not reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Licensed Content, Site, or Services, use of the Licensed Content, Site, or Services, or access to the Licensed Content, Site, or Services. Without our prior 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 (including without limitation robots, spiders, scripts or other automatic device) to access the Services or monitor or copy our web pages or the Licensed Content contained thereon; or (c) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages.
1.8 Access and Availability Links. The Services contain links to other related World Wide Web Internet sites, resources, and advertisers. Our provision of a link to any other site or location is for your convenience and does not signify our endorsement of 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. Accordingly, this Agreement does not apply to your use of unaffiliated sites to which this Site only provides links. 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.
1.9. Representations and Warranties. Each party represents and warrants that it has full power and authority to enter into this agreement. You represent and warrant that (a) Supplied Content 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, spyware, or other similar harmful or deleterious programming routines; (g) that you are at least fourteen years old. If you are an entity, rather than an individual, You further represent and warrant that providing the Supplied Content and other performance of this Agreement have been duly approved by all appropriate actions and that the individual who provides the Supplied Content has the authority to enter into this Agreement.
You acknowledge and agree that Third Parties (as defined below) 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.
1.10 License; Use of the Site and Services.
The contents of this Site, including, without limitation, the Licensed Content, are protected by copyright, trademark, trade secret and other laws and are the sole and exclusive property of us and/or other owners. We grant you a limited license and right to access and make personal use of the Services, the Licensed Content and the Site, in order to obtain information or engage in other activities available through the Site. This limited right and license does not include any resale or commercial use of this Site or Licensed Content or the Services; any collection and use of any Services descriptions, properties or prices for commercial use; any derivative use of this Site or its Licensed Content; any downloading or copying of account information for the benefit of any third party; or any use of data mining, robots, spiders, crawlers, or similar data gathering and extraction tools.
This Site or any portion of this Site or its Licensed Content, may not be reproduced, duplicated, copied, sold, resold, visited, modified or otherwise exploited for any commercial purpose without our express written consent or the consent of the owner of such materials. You may not frame or utilize framing techniques to enclose any Licensed Content, of ours or of any third party on this Site without our express written consent. You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. Any unauthorized use of this Site terminates the permission and license granted by us. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of this Site so long as the link does not portray us or any Services offered on the Site in a false, misleading, derogatory, or other manner which we deem offensive. You will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
1.11 Responsibility for Dealings with Third Parties. If you are using the Services to find volunteer opportunities, your correspondence or ensuing relationship with nonprofit and public service organizations, volunteers, partners, advertisers, sponsors or other third parties found on or through the Services ("Third Parties"), including posting or acceptance of volunteer opportunities, and any other terms or conditions associated with such dealings, are solely between you and the Volunteer Organization you choose to deal with. YOU AGREE THAT NPT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, COST, DAMAGE, OR OTHER LIABILITY OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT OF THE PRESENCE OF SUCH PARTIES ON THE SERVICES AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIMS AGAINST NPT ARISING FROM OR RELATED TO YOUR RELATIONSHIP WITH A VOLUNTEER ORGANIZATION.
If you are using the Services to find volunteers to fill volunteer opportunities, your correspondence or ensuing relationship with the volunteers found on or through the Services, including posting volunteer opportunities, and any other terms or conditions associated with such dealings, are solely between you and the Volunteer. YOU AGREE THAT NPT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, COST, DAMAGE, OR OTHER LIABILITY OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT OF THE PRESENCE OF SUCH PARTIES ON THE SERVICES AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIMS AGAINST NPT ARISING FROM OR RELATED TO YOUR RELATIONSHIP WITH A VOLUNTEER.
1.12 Release. You hereby release, agree and covenant not to sue NPT, our subsidiaries and affiliates, and our or their respective officers, directors, owners, agents, employees, suppliers and independent contractors, from or in connection with any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with the Services or your use of this Site or the Licensed Content, including, without limitation, your interactions with any other NPT users or your participation in any offline events or activities arising from or related to your use of the Services or the Licensed Content, other than willful misconduct or our failure to honor an express commitment posted on this Site.
If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
1.13 Publicity. The parties will coordinate prior to release of any public statement regarding this relationship.
1.14 Disclaimer of Warranties. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES, THE SITE, AND THE LICENSED CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NPT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES. NPT MAKES NO WARRANTY THAT THE SERVICES OR SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES NPT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, THE LICENSED CONTENT, OR SITE, OR THAT DEFECTS IN THE SERVICES OR SITE WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR SITE IS DONE 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. NPT MAKES NO WARRANTY REGARDING ANY DEALINGS WITH OR TRANSACTIONS ENTERED INTO WITH ANY OTHER PARTIES THROUGH THE SERVICES OR SITE. 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 NPT OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
1.15 Limitation on Liability. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL NPT OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY 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 YOUR USE OF THE SITE OR THE SERVICES, 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, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE. The aggregate liability of NPT to you for all claims arising from or related to the Site, the Licensed Content or the Services is limited to one-hundred dollars ($100).
1.16 Exclusions and Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for 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 its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.
1.17 Indemnification. You agree to indemnify, defend and hold harmless NPT, its parents, subsidiaries, affiliates, officers, directors, co-branders and other partners (including third-party partners to whom NPT may provide Supplied Content ("Third Parties")), employees, consultants and agents, from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that NPT or Third Parties may incur as a result of or arising from (1) Supplied 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 you) violation of these Terms or applicable law, (3) your (or anyone using your account's) violation of any rights of any other person or entity, including, without limitation, third-party intellectual property rights, or (4) any information or content we collect from third parties through the Site or Service at your request, or (5) any viruses, trojan horses, worms, time bombs, cancelbots, spyware or other similar harmful or deleterious programming routines input by you into the Services or related to the Supplied Content.
1.18 Trademarks. Certain of the names, logos, and other materials displayed in the Services constitute trademarks, trade names, service marks or logos ("Marks") of us or other entities. Other than uses described in this Terms of Service Agreement, 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.
Notices. All notices must be in writing and addressed to the attention of the other party's Legal Department and primary point of contact listed in the Licensed Content provided most recently. Notice will be deemed given (a) when verified by written receipt if sent by personal courier, overnight courier, or mail; or (b) when verified by automated receipt or electronic logs if sent by facsimile or email. This Agreement shall be governed by and construed in accordance with the laws of the state of Illinois, without resort to its conflict of law provisions. Any dispute with regard to this Agreement shall be submitted to one arbitrator for arbitration in Illinois in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The award rendered by the arbitrator shall be binding as between the parties and judgment on such award shall be entered in any court having jurisdiction thereof. The Arbitrator may award attorney's fees and costs to the prevailing party. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. NPT may assign its rights and responsibilities hereunder without notice to you. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of the right or provision. NPT's failure to act with respect to a breach by you or others does not waive NPT's right to act with respect to subsequent or similar breaches. This Agreement constitutes the entire agreement between you and NPT, and supersedes all other communications, written or oral, with regard to the use of the Licensed Content by NPT. NPT agrees that Your Marks, or the fact that You have agreed to be on the Site and uses its platform, shall not be used by NPT to imply an endorsement, sponsorship or recommendation of NonProfitTHRIVE.
1.20 No Third Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
1.22 Violations. Please report any violations of the Terms to email@example.com
2. CONTENT PROVIDERS
If you submit any form of Supplied Content to NPT ("Content Provider"), you agree to be subject to the following Content License Terms, in addition to the Terms set forth above. If you do not agree with any of the terms of this agreement, do not provide the Supplied Content.
2.1. Content License Terms
2.1.1 You shall not upload to, or distribute or otherwise publish on to the Services any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material.
2.1.2. You grant NPT a perpetual, nonexclusive, world-wide, royalty free, sub-licensable license to the Supplied Content, which includes without limitation the right for NPT or any third party it designates, provided that such consultants and contractors will be subject to the same obligations as NPT to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed, any Supplied Content posted by you on or to the Site or any other web site owned by NPT, including any Supplied Content posted on or to the Site through a third party.
2.1.3 Reservation of Rights. Except for the license rights granted in this Agreement, You retain all rights in the Supplied Content. This Agreement does not limit the rights and permissible uses that NPT would have independent of this Agreement, including rights under the U.S. Copyright Act or other applicable intellectual property laws. NPT and its sublicensees retain all rights in any content created in connection with the exercise of the licenses to the Licensed Content, including ownership of copyrights in such modifications. Nothing in this agreement will restrict NPT from using content NPT obtains from a source other than You.
You are solely responsible for any information, comments, feedback, data, materials, photos or other content of any type or description that you provide or make available to us through or to the Site or Services, including any data entry forms found through the Site and we act as a passive conduit for the distribution and publication of your Supplied Content.
However, while NPT does not, and cannot, review every item of Supplied Content and is not responsible for the content of these messages, NPT reserves the right to delete, move, or edit any Supplied Content that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable.
By making a submission of Supplied Content, you are consenting to its display and publication on the Site and in the Services and for related online and offline promotional or commercial uses.
2.1.4 Links to Your Website. By providing the Supplied Content, You permit NPT to link the Site to Your website. You agree that the web page to which any portion of the Supplied Content is linked by the Site will not spawn any pop-up or pop-under windows.
2.1.5 Delivery and Updates.
Delivery. You will submit the Supplied Content to NPT in accordance with NPT's technical requirements as set forth on the Site or as otherwise mutually agreed.
22.214.171.124 Updates. During the Term, You will provide updates to the Supplied Content on a regular basis in the manner described in "Delivery".
126.96.36.199 Use of Supplied Content. NPT may choose to use or not use the Supplied Content at NPT's discretion.
2.1.6 Copyright Infringement. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site or Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site or Services; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. NPT's Copyright Agent for notice of claims of copyright infringement can be reached as follows:
Copyright Agent, NonProfitTHRIVE, 455 W Stephenson Street, Freeport, IL 61032; Attn: Copyright Agent.
2.2. Delivery and Updates
2.2.1 Delivery. You will submit the Supplied Content to NPT in accordance with NPT's technical requirements as set forth on the Site or as otherwise mutually agreed.
2.2.2 Updates. During the Term, You will provide updates to the Supplied Content on a regular basis in the manner described in Section 2.1 (Delivery).
2.3. Fees. NPT reserves the right to charge fees to Content Providers now or in the future. Pricing for such Services will be provided by NPT on a case by case basis and in the sole discretion of NPT.