Terms of Service
Last Updated: 07/18/2019
GVNGorg, a California nonprofit public benefit corporation with U.S. Internal Revenue Code of 1986, as amended, Section 501(c)(3) status (referred to throughout as “us”, “we”, “our”, etc.), whose mailing address for the purpose of notice is 907 Westwood Boulevard, Suite 414, Los Angeles, California 90024 and whose email address for the purpose of notice is email@example.com, is the owner and operator of the www.gvng.org website, an online information resource for U.S. charities, charitable programs, and the individuals and entities that interact with U.S. charities and charitable programs. These Terms of Service apply to the www.gvng.org website, any subdomains thereof, any API integrations or widgets we may offer, any templates, information, educational materials, online trainings, features, and any other website or webpages we or our affiliates own or operate that include a link to this statement (together collectively referred to as the “Website”). Any party that accesses, uses, or registers with the Website (such party referred to throughout in the second person “you”, “your”, etc.) agrees to be contractually bound by these Terms of Service (the “Terms”).
Your use of the Website, or any of the services or features accessible therein, indicates your acknowledgment that you have read and accept the Terms. If you do not wish to use the Website in accordance with the Terms, then you must immediately discontinue using the Website.
UPDATES TO THE TERMS AND APPLICABILITY OF THE TERMS
1.0 Updates. We may update or change the Terms from time to time. Amendments will only apply prospectively. A given amendment will not apply to claims arising before, or arising from facts occurring before, the point in time when that amendment was published to the Website. We will let you know that the Terms have been updated or changed by publishing the date of the last amendment at the top of this page. You agree that this method of notice is sufficient and that you will regularly check these Terms for updates or changes.
1.1 Nonprofit Program-Specific Terms. By using the Website and applying to create a nonprofit program within GVNG.org, you are agreeing to any additional terms and conditions beyond these Terms applicable to the particular type of nonprofit program you apply for. All nonprofit programs must comply with the laws, regulations, and rules applicable to 501(c)(3) public charities and the laws, regulations, and rules applicable to public charities in every state, the District of Columbia, and U.S. territories.
1.2 Your Suggestions. We always appreciate your feedback or other suggestions about the Website. You understand that we may use your feedback or suggestions without any obligation to compensate you for them (just as you have no obligation to offer them).
1.3 Beta Versions. We may release programs and features that we are still testing and evaluating. Those services have been marked as “beta,” “preview,” or “early access” (or a similar phrasing), and may not be reliable as the Website and our other services.
2.0 IP Protection. The Website, its forward facing components (images, designs, text, arrangements of the foregoing, etc.), its various features and services, and all underlying software and code belong exclusively to us. You understand and agree that your use of the Website in no way gives you a right, title, or interest in the Website or our intellectual property. The Website and its various component parts are protected by copyright law, trademark law, trade secret law, and other laws germane to the protection of intellectual property rights.
2.1 Prohibited Activities. You agree to use the Website and the features and services provided through the Website only as they are obviously intended to be used. All other uses are strictly prohibited. You agree not to (and not to encourage a third party to) disassemble, reverse engineer, or otherwise attempt to discover, copy, or transmit, any source code underlying the Website or the software, features, or services provided therein.
2.2 Your Content. By posting, uploading, or transmitting content or information to, or through, the Website or through any of our affiliates’ websites, you or your nonprofit program, as applicable, grant us and any of our affiliates (if applicable) a nonexclusive, irrevocable, worldwide, sub-licensable (through multiple-tiers), royalty-free license to copy, store, transmit, publish, publicly display, publicly perform, and otherwise use this content or information to operate the Website as we reasonably see fit. You or your nonprofit program, as applicable, warrant that you or your nonprofit program have the authority to grant such license.
2.3 Featuring Your Nonprofit Program. We may use in perpetuity, worldwide, and free of charge, any of the information about or relating to your nonprofit program, or any portion thereof, for the limited purposes of our educational and promotional activities. For example, we may feature your nonprofit program’s website page on our, or our affiliates’, Website or social media accounts. This can result in improved traffic to your nonprofit program’s website page. You waive any claims against us relating to any moral rights, artists’ rights, or any other similar rights worldwide that you or your nonprofit program may have in or to the information and materials on the nonprofit program’s website page, and any right of inspection or approval of any such use of your nonprofit program’s website page. If you don’t want your nonprofit program’s website page featured, you can opt out at any time by contacting us at firstname.lastname@example.org.
2.4 Similar Name. If you select a similar identifier for your nonprofit program we reserve the right to remove or reclaim it if we believe it is appropriate (such as when we determine that a nonprofit program name is too similar to a name for which another party has secured a trademark, service mark, or we believe has intellectual property ownership rights to).
2.5 Third Party Registrars. We and our affiliates work with third party registrars to provide you with domain services (if applicable). When you register a domain name, or renew or apply to transfer an existing domain name via the Website you become bound by the relevant registrar’s terms and conditions, which are incorporated by reference into this agreement. Currently, the registrar for the Website is GoDaddy.com, LLC, and all registrations and renewals via the Website are subject to the GoDaddy Universal Terms and Conditions Agreement.
Nonprofit Program Provisions
3.0 Nonprofit Program Managers. If you are responsible for managing the activities of a nonprofit program that we form for you, the following applies to you:
· You hereby enter into a legally-binding agreement governing the nonprofit program you requested us to form within GVNGorg.
· In conducting the operations of the nonprofit program, we each shall comply with all applicable statutes, laws, ordinances, rules, orders and regulations of any governmental authority or instrumentality, domestic or foreign.
· The nonprofit program shall not engage in any misrepresentation regarding the purpose or beneficiary of any solicitation for the nonprofit program.
· We shall require you to submit initial and/or periodic updated detailed nonprofit program descriptions and budgets.
· If the nonprofit program descriptions and budgets meet the requirements of a 501(c)(3) public charity as outlined by the IRS, we may establish and maintain a nonprofit program to receive donations of cash and other property designated for support of the nonprofit program.
· If we establish such a nonprofit program, we may agree to make grants and payments to third parties in furtherance of the charitable purposes of the nonprofit program; provided, however, that we shall not permit the nonprofit program to be a donor-advised fund.
· YOU UNDERSTAND THAT YOUR NONPROFIT PROGRAM/PROJECT IS NOT A SEPARATE LEGAL ENTITY AND IS AN INTERNAL PROGRAM/PROJECT OF GVNG.ORG. All activities, fundraising events, processing and acknowledgment of cash and noncash revenue items, accounts payable and receivable, negotiation of leases and contracts, disbursement of the program fund, and other activities planned by your nonprofit program falls under our ultimate ownership and control.
· The nonprofit program shall use any funds disbursed by us solely to support the charitable purposes of the nonprofit program. YOU SHALL REPAY TO GVNG.ORG’S INTERNAL ADMINISTRATIVE FUND ANY PORTION OF FUNDS DISTRIBUTED THAT ARE NOT USED TO SUPPORT THE CHARITABLE MISSION OF THE NONPROFIT PROGRAM.
· Any changes to the purposes of the nonprofit program must also further charitable purposes (and we reserve the right to determine whether the nonprofit program furthers charitable purposes), be presented to us in writing, and must receive our written approval before implementation.
· All public announcements, news features, publications or information concerning the nonprofit program must indicate the nonprofit program’s charitable purposes and status as an internal nonprofit program of GVNGorg.
· Funds disbursed pursuant to these Terms shall not be used in any attempt to influence legislation within the meaning of U.S. Internal Revenue Code of 1986, as amended (“Code”), Section 501(c)(3), as amended, unless we provide the nonprofit program with prior written authorization and the nonprofit program complies with the requirements applicable to Code Section 501(c)(3) organizations. Such authorization shall not be provided without a detailed description of the lobbying activities to be conducted, the identity of the persons who will conduct the activities, a detailed description regarding how such activities further the nonprofit program’s charitable purpose, a detailed budget regarding the expenditures to be made for any and all lobbying activities, and detailed, accurate, and timely reports are delivered to us in the manner we prescribe. To date, no agreement, oral or written, to that effect has been made between you and GVNGorg. You are responsible for ensuring the following: THE NONPROFIT PROGRAM SHALL NOT USE ANY PORTION OF THE FUNDS DISBURSED HEREIN TO PARTICIPATE OR INTERVENE IN ANY POLITICAL CAMPAIGN ON BEHALF OF OR IN OPPOSITION TO ANY CANDIDATE FOR PUBLIC OFFICE, TO INDUCE OR ENCOURAGE VIOLATIONS OF LAW OR PUBLIC POLICY, TO CAUSE ANY PRIVATE INUREMENT OR IMPROPER PRIVATE BENEFIT TO OCCUR, NOR TO TAKE ANY OTHER ACTION INCONSISTENT WITH CODE SECTION 501(C)(3). THE NONPROFIT PROGRAM SHALL NOT USE ANY PORTION OF THE FUNDS DISBURSED HEREUNDER TO FUND TERRORISM OR TO MAKE GRANTS TO INDIVIDUALS AND/OR ORGANIZATIONS LISTED ON THE TERRORIST LISTS MAINTAINED AND UPDATED BY THE UNITED STATES GOVERNMENT.
· If you manage a nonprofit program with us, you are responsible for soliciting, as an agent of GVNGorg, all gifts, contributions, and grants that are designated to support the nonprofit program.
· You must communicate with our designated representatives and provide assistance in obtaining all invoices, receipts, and records we require in order to keep proper record of the nonprofit program’s funds. You shall obtain detailed invoices from third-party vendors and contractors (if any) and submit them to us with an explanation regarding how the contractors’ services further the nonprofit program’s charitable purposes, and, if requested, how you determined that any payment is for no more than fair market value for such services.
· If your nonprofit program desires to make a grant to a qualified U.S. public charity, we will consider the nonprofit program’s grant recommendations and select a charitable organization (or charitable organizations) that may receive a grant (or grants) from the nonprofit program. We will do everything within our power to donate to eligible charitable organizations that the nonprofit program identifies. However, we have the unilateral right to spend your nonprofit program’s funds to accomplish the purposes of the program as nearly as possible within our sole judgement, subject to any donor imposed or grantor-imposed restrictions, as to purpose, on the charitable use of such funds.
· You shall submit to us a nonprofit program report at least thirty (30) days after the expiration of the calendar year in which any portion of the nonprofit program’s funds are granted or disbursed to a third-party vendor (if allowed), or upon termination of the Fund, whichever event occurs first. The report shall describe the activities conducted and grants and expenses paid with the nonprofit program’s funds, and shall report on the nonprofit program’s compliance with these Terms.
· We are responsible for filing all applicable state and federal tax filings with respect to the income received by and expenses incurred for the nonprofit program. The nonprofit program shall assist and support us in providing all information necessary for us to complete the tax filings on a timely basis. We are responsible for paying the cost of preparing and submitting the tax filings.
· We may name you as an additional insured under all insurance, and maintain such coverage (with the nonprofit program as an additional insured) that insures against all risks of a character and in such amounts as are usually and reasonably insured against by similarly situated charitable organizations performing similar activities.
· You shall promptly notify us of any change in (i) nonprofit program manager, or (ii) the nonprofit program manager’s executive staff or key staff responsible for administering the nonprofit program.
· Donations to the nonprofit program from U.S. taxpayers are eligible for the charitable contribution deduction and are fully tax-deductible to the extent allowable by law.
· If we create a nonprofit program for you, you consent that we, in our sole discretion, may form a wholly-owned (by us) Limited Liability Company or wholly-owned (by us) Limited Liability Companies.
GENERAL USER WARRANTIES
3.0 User Warranties. By accessing, using, or registering with the Website you represent, warrant, and irrevocably covenant that:
· You have the authority to enter into this agreement.
· You consent to an individual and entity (if applicable) background check and, if you consent to an entity background check, you have the authority to consent to the entity background check.
· You are not a convicted sex offender.
· Your decision to enter into this agreement and your use of the Website will not violate any applicable law, regulation, or ordinance.
· Your use of the Website will not violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right.
· You will not use the Website to promote hate, discrimination of any nature or kind, violence, bullying, terrorism, or racial, gender, age, marital status, disability, or ethnic intolerance.
· You will solely engage in activities that further your charitable purpose as allowed pursuant to the laws, regulations, and rules applicable to 501(c)(3) public charities.
· You will solely use the assets of the nonprofit program in a manner that furthers your charitable purpose, as approved by us, and in accordance with the laws, regulations, and rules applicable to 501(c)(3) public charities.
· You will not violate the laws, regulations, and rules applicable to 501(c)(3) public charities regarding private benefit and private inurement. IF YOU OR YOUR NONPROFIT PROGRAM VIOLATES THE PRIVATE BENEFIT OR PRIVATE INUREMENT RULES YOUR ACCOUNT AND YOUR NONPROFIT PROGRAM WILL BE IMMEDIATELY SUSPENDED AND MAY BE TERMINATED AND ALL EXPENDITURES THAT MAY VIOLATE THE PRIVATE BENEFIT OR PRIVATE INUREMENT RULES SHALL BE IMMEDIATELY REFUNDED TO GVNG.ORG. You and your nonprofit program will comply with all applicable laws, regulations, rules, and our policies and procedures relating to lobbying, contracts, working with paid fundraisers, scheduling events, gaming, and paying vendors.
· You will respond to all of our requests for additional information about your nonprofit program in a timely and comprehensive manner.
· Your decision to enter into this agreement and your use of the Website will not infringe the rights of any third parties.
· You will at all times supply truthful and accurate information to us and you will not misrepresent yourself and your nonprofit program to the public through your use of the Website.
· You will never post, upload, or distribute any Website content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
· You and/or persons associated with management of your nonprofit program have not been previously suspended or removed from the Website.
· You are at least 18 years of age if you are using the Website.
· If you are using the Website on behalf of an entity, organization, or company, you represent and warrant that the above representations are true for the entity you represent as well as yourself individually and you have the authority to bind that entity to this agreement and you agree to be bound by this agreement on behalf of that entity.
· You will not interfere with any security-related features of the Website, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse-engineer or otherwise attempt to discover the source code of any portion of the Website except to the extent that the activity is expressly permitted by applicable law.
· You will not interfere with the operation of the Website or anyone else’s use and enjoyment of the Website, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code, (ii) making any unsolicited offer or advertisement to a third party, (iii) attempting to collect personal information about a third party without consent, or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Website, or violating any regulation, policy, or procedure of such network, equipment, or server.
· You will not perform any fraudulent activity, including impersonating any person or entity, claiming a false affiliation, accessing any other Website account without permission, or falsifying your eligibility to create an account on the Website, age, date of birth, and entity information.
· You will not sell or otherwise transfer access to the Website or any assets of your nonprofit program, or any right or ability to view, access, or use any of your nonprofit program assets.
· You will not participate in, or attempt to intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.
4.0 International Use. This Website is not intended for use by organizations organized under the laws of countries other than those of the United States of America. You represent, warrant, and irrevocably covenant that you will refrain from making financial transactions through the Website if you (i) are located in a country embargoed by the United States, or (ii) are on the U.S. Treasury Department’s list of Specially Designated Nationals. If you choose to use this Website, you are solely responsible for compliance with all applicable laws, regulations, and rules and you consent to having your data transferred, processed, and stored in the United States.
FEES, PAYMENTS, AND RECEIPTS
5.0 Access to www.gvng.org. You can start an internal nonprofit project on www.gvng.org for a 1% fee per donation to your nonprofit project. This is GVNG.org’s administrative fee it charges to provide fiscal sponsorship on all donations your nonprofit project brings in. You may access additional technological resources when you successfully register an account with www.gvng.com and your program pays a subscription fee. Your access to www.gvng.com will remain in effect until cancelled or terminated in accordance with the GVNG Terms of Service.
5.2 Taxes. All fees are exclusive of any applicable federal, state, local, or other taxes. You are responsible for any applicable taxes and we will charge taxes in addition to the fees when we are required to do so. If you are exempt from taxes, you must provide us with a valid tax exemption certificate (we reserve the right to determine whether a certificate is valid). Tax exemption will only apply from and after the date we receive such certificate.
5.3 Dispute of Nonprofit Program Account Manger. If we you form a nonprofit program with us, you are the account manager of your nonprofit program. In the event of a dispute regarding the identity of the nonprofit program account manager, we reserve the right to request documentation to determine or confirm the identity of the nonprofit program account manager. Documentation may include, but is not limited to, a scanned copy of your government photo ID, the last four digits of the credit card on file, the entity’s stamped conformed organizational instrument, etc.
5.4 Donations. Your nonprofit program may request that we provide grants to qualifying U.S. public charities; provided, however, that we shall not permit the nonprofit program to be a donor-advised fund. Our board of directors maintains ultimate authority to determine whether a grant will be paid to a qualified U.S. public charity. We will do everything within our power to make donations to qualified U.S. public charities that your nonprofit program identifies. ALL DONATIONS ARE FINAL AND NONREFUNDABLE. In the event that you do not distribute all of the charitable assets that your nonprofit program has you may either: (a) continue to fundraise and request that we make grants to eligible U.S. public charities, (b) continue to request that we pay reasonable fair market value payments to vendors that provide goods and services to your nonprofit program that further your nonprofit program’s approved charitable purpose, (c) request that we donate the remaining assets in your nonprofit program to an eligible U.S. public charity, or (d) request to purchase the remaining assets in your nonprofit program in exchange for an arm’s-length fair market value price. If you decide that you would like to purchase the remaining assets in your nonprofit program and you have registered an account with GVNG, please notify GVNG in an email addressed to email@example.com. If you decide that you would like to purchase the remaining assets in your nonprofit program and you have not registered an account with GVNG, please notify us in an email addressed to firstname.lastname@example.org. We will commence the process of determining the arm’s-length fair market value of the assets remaining in your nonprofit program and we, working in conjunction with the Office of the Attorney General of the State of California, if necessary, have the sole authority to determine the price for which you may purchase the assets remaining in your nonprofit program.
5.5 Receipts. Persons that make donations to your nonprofit program will receive a receipt that complies with IRS requirements regarding receipts for charitable donations.
6.1 Copyright Policy. You agree to abide by our Copyright Policy, which you may read in full by clicking here.
6.3 Standards of Conduct. You agree to abide by our Standards of Conduct, which are material terms of these Terms. You may view our Standards of Conduct in full by clicking here.
7.0 Availability of Service. As the provider of the Website, we reserve the right to discontinue (i) the Website, in whole or in part, (ii) any features or services provided by or through the Website, or (iii) your nonprofit program created through us, for any or no reason, without notice to you.
Accounts, Registration, Volunteers and Termination
8.0 To access most features of the technology services offered by GVNG you must register for an account with GVNG, which may require you to have an account in good standing with third-party organization(s). When you apply to create a nonprofit program you will be required to provide us with some information about yourself and/or the entity you represent such as your legal name, date of birth, zip code, email address, telephone number, the entity’s legal name, the entity’s address, the entity’s telephone number, the entity’s IRS employer identification number, and other information. You agree that the information you provide us is accurate and that you will keep it accurate and up-to-date at all times. If you register for an account with GVNG you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account with GVNG. If you have reason to believe that your account on the GVNG platform is no longer secure, then you must immediately notify GVNG by sending an email to email@example.com.
8.1 A nonprofit program formed within GVNGorg allows you to build a nonprofit program, donate to the nonprofit program, receive donations for the nonprofit program from eligible third parties, make grants to U.S. public charities, and, in certain circumstances, make reasonable fair market value payments to third parties so long as you provide us with a stated charitable purpose, the purpose of the payment, a copy of a detailed receipt or invoice associated with the payment, additional information detailing how the payment furthers your charitable purpose (if requested) and is just and reasonable as to GVNGorg, and we approve of such payment. ALL DONATIONS TO YOUR NONPROFIT PROGRAM ARE FINAL AND NONREFUNDABLE.
8.2 Volunteers. ALL VOLUNTEERS CONSENT TO AN INDIVIDUAL BACKGROUND CHECK AND MUST PROVIDE US WITH A VOLUNTEER WAIVER. NO INDIVIDUAL IS ELIGIBLE TO VOLUNTEER FOR A NONPROFIT PROGRAM UNLESS AND UNTIL WE INFORM YOU THAT A VOLUNTEER HAS BEEN APPROVED TO VOLUNTEER FOR YOUR NONPROFIT PROGRAM. IF AT ANY TIME WE NOTIFY YOU THAT A VOLUNTEER IS INELIGIBLE TO VOLUNTEER WITH YOUR NONPROFIT PROGRAM YOU MUST TERMINATE THE VOLUNTEER RELATIONSHIP WITH YOUR NONPROFIT PROGRAM.
8.3 Termination. You may request to terminate your nonprofit program at any time by contacting us via GVNG at firstname.lastname@example.org or, if you did not register for an account with GVNG, then by contacting us at email@example.com. If you terminate this agreement you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Website (if any) and we retain all of the charitable assets in your nonprofit program, or which your nonprofit program is or may become eligible to receive. If you violate any provision of these Terms your permission to use the Website and access the nonprofit program’s assets will terminate automatically. In addition, we or GVNG may, in its or our sole discretion terminate your account on the Website or suspend or terminate your access to the Website and the nonprofit program at any time for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Website and we reserve the right to modify or discontinue the nonprofit program at any time (including, but not limited to, limiting or discontinuing certain features of the Website and/or the nonprofit program), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Website or the nonprofit program or any suspension or termination of your access to or use of the Website or the nonprofit program. If your program is terminated, we have the unilateral right to distribute the remaining program assets to accomplish the purposes of the program as nearly as possible within our sole judgement.
9.0 Waiver of Warranties. We disclaim all warranties, express, implied, statutory, or otherwise, concerning the Website to the fullest extent allowed by applicable law. This waiver includes, but is not limited to, all warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of information. We make no warranties concerning continuity of service, the security of the Website, or that the Website will be error free. We offer the Website and the features and services contained therein “AS IS” and “WITH ALL FAULTS.”
9.1 Endorsement Disclaimer. We do not endorse, support, sanction, or verify the information or material on or accessible via the Website. Unless otherwise specifically indicated, we do not endorse and have no affiliation with any of the organizations mentioned, listed in, described on, or linked to via the Website, and we make no warranties or representations whatsoever with regard to those organizations or any other organization, entity or person, including but not limited to the performance of goods or services provided by our affiliates or others to whose sites we link.
9.2 Disclaimer Regarding Financial and Legal Advice. The information on the Website is provided for educational and information purposes only. Such information or materials do not constitute and are not intended to provide legal, accounting, or tax advice and should not be relied on in that respect. We suggest that you consult an attorney, accountant, and/or financial advisor to answer any financial or legal questions. Before you act on any information you have found on the Website you should confirm any facts that are important to your decision. IF YOU RELY ON ANY INFORMATION OR SERVICE PROVIDED THROUGH THE WEBSITE, YOU DO SO AT YOUR OWN RISK. YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS YOU MAY INCUR THAT RESULTS FROM YOUR USE OF THE WEBSITE OR ANY MATERIAL OTHERWISE PROVIDED BY THE WEBSITE.
9.3 Taxes. You understand that we set the tax language in any receipt you and any donors to your nonprofit receive. We make no representations about the nature of any transaction anyone makes through the Website. All donors should consult with a qualified financial advisor prior to claiming a deduction on his, her, or its taxes.
9.4 Release. You hereby release us, our successors and assigns, our affiliates, and each of the foregoing’s respective directors, officers, employees, contractors, and agents (collectively, the “Releasees”) from any and all liability, costs, expenses, losses, damages (including damage to property or personal injury or death), and claims, whether known or unknown, which may arise from (i) you hosting, participating in, attending, or authorizing an event or program related to your nonprofit program (including events and programs you authorize your supporters to advertise on the Website) or (ii) from the acts or omissions of third parties you interact with through the Website (collectively the “Released Claims”).
In furtherance of the foregoing, and only with respect to the Released Claims, you waive your rights under 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 OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
9.5 Limitation of Liability. Neither we nor our officers, directors, employees, contractors, and agents, will be liable to you for special, consequential, indirect, punitive, exemplary or incidental damages (including lost revenues or profits, or loss of goodwill), regardless of the cause, legal theory, or cause of action, even if we have been advised of the likelihood thereof. Our aggregate liability, together with the liability of our officers, directors, employees, contractors, and agents, arising out of this Agreement and your use of the Website (when aggregated with all other claims against us arising out of this Agreement and your use of the Website), regardless of the type of claim(s) or the nature of the cause(s) of action, will not exceed the greater of (i) one hundred U.S. Dollars ($100) or (ii) the net amount we have been paid from fees arising from donations you have received through the Website in the twelve (12) months immediately preceding the event giving rise to your claim(s). You acknowledge that the foregoing limitations are an essential basis of the bargain we have reached and that they will apply notwithstanding any failure of essential purpose of any limited remedy.
9.6 Indemnification. You agree to hold the Releasees harmless and to defend and indemnify each of them for all costs, expenses (including reasonable attorney’s fees), damages, and liability from third party claims, which arise from, or relate to, your nonprofit program, the use of the Website, any events or programs organized by your nonprofit program, or your breach of these Terms.
10.0 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of California, as such laws are applied to agreements made between California residents and performed entirely within the State of California, and without regard to conflicts of laws principles.
10.1 Arbitration. We both agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. This agreement to arbitrate disputes includes all claims arising out of or relating to these Terms regardless of whether a claim arises during or after termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, BOTH PARTIES ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT. Any arbitration pursuant to these Terms will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the “AAA”), as modified by these Terms, and will be administered by the AAA. If we make any future changes to the arbitration provisions herein, other than a change to our address for notice, you may reject the change by sending us written notice within thirty (30) days of the change to our address for notice, 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. If any or all of the arbitration provisions in these Terms are found to be unenforceable then all of the arbitration provisions will be null and void and, in that case, we both agree that the exclusive jurisdiction and venue described in Section 10.0 of these Terms will govern any action arising out of or related to these Terms.
10.2 Small Claims Court. Despite the provisions in Section 10.1 above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court, (b) seek injunctive relief in a court of law, or (c) file a suit in a court of law to address an intellectual property infringement claim.
10.3 No Class Actions. WE BOTH AGREE THAT EACH OF US MAY ONLY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS PERSONAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless we both 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.
10.4 No Joint Venture. These Terms do not create, and shall not be construed to create, a joint venture, partnership, or other formal business relationship between you and us. At all times we shall remain independent contractors with respect to one another.
10.5 No Assignment. You have neither the right nor the power to assign your rights under these Terms. Any purported assignment of your rights under these Terms is NULL AND VOID.
10.6 Entire Agreement. These Terms contain the entire agreement between you and us, they are a complete integration of our agreement and supersede and displace any earlier or contemporaneous written or oral negotiations, statements, or agreements purporting to deal with the subject matter hereof.
10.7 Severability. If any provision of the Terms is found to be unenforceable, invalid, or illegal by a court of competent jurisdiction, this finding shall not render any other provision of the Terms unenforceable, invalid, or illegal. We both agree that the court will have the authority to modify or replace the unenforceable, invalid, or illegal provision with a valid and enforceable provision that most closely represents our intentions with respect to the invalid, illegal, or unenforceable provision.
10.8 No Waiver And Force Majeure. Any delay on your part, or on our part, to exercise a right or power granted under these Terms will not be construed as a waiver of such right or power. All waivers must be in writing and a waiver of any particular breach will not be construed as a waver of any other breach, or any succeeding breach. We shall have no liability whatsoever for delays or interruptions in delivery or accessibility of any of the Website, interruptions of service, or other breach of these Terms of Service due to fire, explosion, lightning, power surge or failure, water, Acts of God, civil disturbance, terrorism, acts or omissions of communications carriers, or other causes beyond our reasonable control.
10.9 Survival. The provisions of the sections of these Terms titled “Intellectual Property,” “Liability,” and “General” will survive termination.
10.10 Headers. The headers contained within these Terms are for convenience of reference only. They should not be interpreted to modify the plain meaning of the various provisions of these Terms.
10.11 Attorney’s Fees. If a dispute arises out of these Terms or your use of the Website then the prevailing party in any arbitration or litigation will be entitled to recover all costs and expenses (including reasonable attorney’s fees) incurred as a result of that litigation.
10.12 Third-Party Services and Linked Websites. We may provide tools through the Website that enable you to export information to third party services, including through features that allow you to link your account on the Website with an account on a third party service, such as Twitter, Facebook, or Instagram, or through implementation of third party buttons. By using one or more of these tools you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control and we are not responsible for any third party service’s use of your exported information. The Website may also contain links to third-party websites. Linked websites are not under our control and we are not responsible for their content.
10.13 Getty Licensed Material. Before you can use any licensed material (the “Getty Licensed Material”) provided via our Getty Images North America Wholesale PPI Agreement (the “Getty License”), you must agree to these Terms that require you to use the Getty Licensed Material solely in a manner consistent with the rights and restrictions in the Getty License, and have the effect that:
a. Getty Licensed Material may only be used in End User Works (as defined in the Getty License) created via www.gvng.com or www.gvng.org, for display solely in digital form.
b. You may not sell, modify, re-use, re-sell, distribute, display, reproduce, or make any other use of the Getty Licensed Material.
c. Getty Licensed Material may not be used:
1. On a stand-alone basis with no other content;
2. For pornographic, defamatory, or other unlawful purposes;
3. In electronic templates used to create electronic or printed products;
4. In physical or digital retail products, such as e-cards, calendars, posters, or screensavers;
5. For the purpose of file-sharing of the image file; or
6. In logos, trademarks, service marks, or any other branding or identifiers. d. If Getty Licensed Material featuring an individual(s) is used in connection with a sensitive, unflattering, or controversial subject, you must include a statement that the image is used for illustrative purposes only and the individual is a model.
e. You may not activate the “right-click” function in Getty Licensed Material, remove any metadata in Getty Licensed Material, or reverse engineer, decompile, or disassemble the Getty Licensed Material to enable the download or use Getty Licensed Material on a stand-alone basis.
f. No ownership or copyrights to Getty Licensed Material is granted to you.