EFFECTIVE DATE: October 2, 2014
1. ACCEPTANCE OF TERMS OF SERVICE
These Terms of Service ("Terms") are an agreement between you and Philanthropy New York (“Philanthropy New York” "us", "our" or "we") and sets forth the legally binding terms governing your use of the services provided by Philanthropy New York which are available on any websites, mobile websites and applications that link to these Terms (collectively, the “Site”), and any other way in which you connect with us or the services which are available through Philanthropy New York (collectively, the “Services”).
Please read these Terms carefully before using our Services because they are a legally binding document and affect your legal rights and obligations.
Updates To Terms. Philanthropy New York reserves the right to update or change these Terms at any time by posting the most current version of the Terms accessible from our Services with a new Effective Date shown. All such changes in the Terms shall be effective from the Effective Date. Your continued use of the Services after we post any changes to the Terms signifies your agreement to any such changes.
2. USE OF THE SERVICES
Your Use Of Our Services. Philanthropy New York provides content and materials on the Site and its Services, including information, Knowledgebase, documents, communications, files, text, graphics, software, and products (“Content”) in order to advance the public interest for educational and guidance purposes only. We do not provide, and the Content available through our Services does not constitute, specific financial, investment, accounting, tax, or legal advice. While our Content, including our documents, may serve as an excellent starting point for drafting or revising similar documents, we strongly recommend independent judgment and the advice of competent legal counsel.
IF YOU RELY ON ANY INFORMATION OR SERVICE AVAILABLE THROUGH THE SITE OR OUR SERVICES 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 ANY SERVICE OR ANY CONTENT DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH OUR SITE OR SERVICES.
3. PROPRIETARY RIGHTS
Ownership Of Content. The Services, and all material published on or accessible through Services, including, but not limited to text, tests, photographs, video, graphics, music, images, animations, audio, software, plug-ins, “applets” incorporated into the software, data, sounds, messages, comments, and other materials on the Services (together “Content”) is owned by Philanthropy New York or its licensors, and is protected by laws governing copyrights patents, trademarks, trade secrets and/or other proprietary rights. Philanthropy New York owns a copyright in the selection, coordination, arrangement and enhancement of such Philanthropy New York Content and a copyright in the Services. All trademarks, logos, service marks, trade names, and trade dress appearing on the Services, are proprietary to Philanthropy New York or its licensees. You acknowledge that you do not acquire any ownership rights in any Content or Marks downloaded from Services. You may not frame or utilize framing techniques to enclose any Mark or Content (including images, text, page layout, or form) nor use any Meta tags or any other "hidden text" utilizing the Marks without our prior express written consent. You agree not to copy, publish, sell, create derivative works of, or in any way exploit, any Services or any of the Marks or Content, in whole or in part, except as set forth in the Section.
Reproduction Of Content. Philanthropy New York grants permission to individuals and nonprofit organizations to reproduce Content (except where noted) provided that users:
- attribute the materials to Philanthropy New York
- affix references to Philanthropy New York on all reproductions
- make no changes to the materials
- refrain from any redistribution of the materials
However, some Content is subject to restrictions to its use and any user who duplicates electronically or in printed form, re-transmits, redistributes, or otherwise uses Content shall be solely responsible for any violations of copyright, proprietary or other personal right including libel, slander, or any other personal injury arising out of his or her use of such Content.
Hyperlinking To The Site. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the Site as long as the link does not portray Philanthropy New York, or our Services in a false, misleading, derogatory, or otherwise offensive manner or express or imply any endorsement by Philanthropy New York of the services from which you are linking. Further, the websites from which you are linking to the Services must not contain any obscene, defamatory, pornographic, offensive or illegal content.
No Other License Granted. Except for allowing you to use the Services for your use as set forth in the paragraph above, when you use the Services you are not receiving a license or any other rights from us, including intellectual property or other proprietary rights of Philanthropy New York.
3. USER REQUIREMENTS
We reserve the right to deny access to this the Site or Services to anyone who violates this visitor agreement or who, in our judgment, interferes with the ability of others to enjoy our the Site or Services or infringes the rights of others. We also reserve the right (but assume no obligation) to delete, move, or edit any postings that come to our attention that we consider unacceptable or inappropriate, whether for legal or other reasons. We will comply with the requirements of the law regarding disclosure of any messages to others, including law enforcement agencies. Without limiting the foregoing, we may immediately terminate your use of this the Site or Services if you engage in any of the following prohibited activities:
- Uploading, posting, emailing, transmitting or otherwise making available any content that is unlawful, harmful, threatening, abusive, libelous, or obscene;
- Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
- Forging headers or otherwise manipulating identifiers in a manner that disguises the origin of any content you transmit in any manner through the Site or Services ;
- Uploading, posting, emailing, transmitting or otherwise making available any content that you do not have a right to make available under any law or under any contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- Uploading, posting, emailing, transmitting or otherwise making available any content that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party;
- Uploading, posting, emailing, transmitting or otherwise making available any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation, without our prior written approval;
- Uploading, posting, emailing, transmitting or otherwise making available any content or material that contains software viruses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications or other equipment, or to cause a security breach of such software, hardware or telecommunications or other equipment;
- Interfering with or disrupting any servers or networks used to provide the Site or Services or disobeying any requirements, procedures, policies or regulations of the networks or applications we use to provide our Services;
- Violating any applicable local, state, national or international law;
- “Stalking” or otherwise harassing another;
- Instigating or encouraging others to commit illegal activities or cause injury or property damage to any person;
- Collecting or storing personal data about other users;
- Gaining unauthorized access to our web site, or any account, computer system, or network connected to this web site, by means such as hacking, password mining or other illicit means; or
- Obtaining or attempting to obtain any materials or information through any means not intentionally made available through the Site or Services.
4. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE
Filing a Complaint: Philanthropy New York has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the "DMCA") and avails itself of the protections under the DMCA. Further we reserve the right to remove any User Content on the Services which allegedly infringes another person's copyright and/or terminate, discontinue, suspend and/or restrict the account or ability to visit and/or use the Services or remove, edit, or disable any User Content on our Services which allegedly infringes another person's copyright. It is our policy to terminate the access of repeat infringers. We are under no obligation to, and do not, scan content posted for any violations of third party rights. However, we respect the copyright interests of others and it is our policy not to permit materials known by us to infringe another party's copyright to remain on Services. If you believe any materials on Services infringes a copyright, you should provide us with a written request to takedown the allegedly infringing material in the form of a written letter, sent by fax or regular mail only, (“DMCA Takedown Notice”) that at a minimum includes:
- 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 us to locate the material;
- Your name, address, telephone number and email address (if available);
- 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
- 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; and
- The signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notwithstanding the foregoing, we reserve the right to ignore a DMCA Takedown Notice that is not in compliance with the DMCA.
Filing a Counter-Notice: If your material has been removed or blocked by us as a result of our receipt of a DMCA Takedown Notice, you may send us a request asking for the allegedly infringing material to be restored in the form of a written letter, sent by fax or regular mail only, (“DMCA Counter-Notice”) that at a minimum includes:
- Identification of the copyrighted work (or works) that was removed by Philanthropy New York and the location at which the works appeared before they were removed and information reasonably sufficient to permit us to identify the copyrighted work;
- Your name, address, telephone number and email address (if available);
- A statement that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located, or New York if your address is outside of the United States;
- A statement that you will accept service of process from the person (or an agent of such person) that provided the DMCA Takedown Notice to us;
- A statement that you have a good faith belief that the allegedly infringing material identified above as the copyrighted work was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- A signature of a person authorized to act on behalf of the owner of the copyrighted work that was taken down.
When we receive the DMCA Counter-Notice, we will send a copy of the DMCA Counter-Notice to the party who originally sent us the DMCA Takedown Notice requested the removal of the allegedly infringing material and we will reinstate the allegedly infringing material, unless that party obtains a court order supporting removal of the allegedly infringing material.
Notwithstanding the foregoing, we reserve the right to ignore a DMCA Counter-Notice that is not in compliance with the DMCA.
Both the DMCA Takedown Notice and the DMCA Counter-Notice must be sent to our designated DMCA designated agent addressed as follows:
Philanthropy New York
1500 Broadway, 7th Floor
New York, NY, 10036
Attention: Ronna Brown
5. USE OF MEMBER FORUMS/USER SUBMISSIONS
Interactive Services. Our Services may contain group forums and areas to post comments designed to enable you to communicate with others (collectively, “User Content”) on the Services (the “Interactive Services”). You agree that all such User Content you submit, post, upload, embed, display or communicate (collectively, “Distribute”) through the Interactive Services will comply with these Terms and with the User Requirements. You acknowledge and agree that your User Content Distributed via the Interactive Services is public and that you have no expectation of privacy concerning your use of the Interactive Services or your User Content. Therefore, exercise caution when using the Interactive Services.
Monitoring Of User Content. Philanthropy New York has no obligation to monitor User Content but reserves the right to review and remove any User Content at any time, without notice, for any reason and in its sole discretion. We specifically disclaim any liability with regard to the User Content and any actions resulting from your participation in any Interactive Services.
Objectionable Content If you encounter something you find objectionable and in violation of these Terms, you can report it to email@example.com.
License to User Content. All User Content must comply with these Terms. By submitting, transmitting, or displaying your User Content on or through Services, you automatically grant (and you represent and warrant that you have the right to grant) to Philanthropy New York, its licensees, and their respective successors in business and assigns, employees, licensees, agents, representatives and other users of the Services, a worldwide, sublicenseable, assignable, perpetual, irrevocable, non-exclusive, royalty-free, unlimited right and license to use, reproduce, publish, distribute, publicly display and perform, reformat, adapt, modify and delete your User Content in connection with the Services (“License”). This License will enable each user of the Services to access your User Content as permitted through the functionality of the Services and under these Terms. This License includes the right to filter, modify or adapt your User Content in order to transmit, display or Distribute it over computer networks and to allow third parties to access User Content through Services, as provided in these Terms. By way of further explanation, we would not be able to perform many of the services we offer without your granting us these rights. As noted, this license is non-exclusive (so you can license your User Content to others), worldwide (as the Internet is global in its reach), fully-paid up and royalty-free (so that we do not have to pay you for posting your User Content) and sublicenseable through multiple tiers (so that we can use our Service Providers or others to provide Services).
Representation of Ownership. You retain copyright and other intellectual property rights with respect to any User Content that you submit or Distribute through the Services to the extent that you have such rights under applicable law. By providing User Content on Services you represent and warrant that you own such User Content or otherwise have the right to grant us the License set forth in these Terms; that the User Content is accurate and not confidential and the distribution, submission, transmission, posting and use of your User Content on Services is not in violation of any applicable laws or contractual restrictions or other third party rights (including, without limitation, privacy, publicity, and intellectual property rights) and, you are solely responsible for, and we will have no liability in connection with your User Content or any other User Content you access through the Services. Your ownership in your User Content does not confer any rights of access to the Services nor any rights to other User Content or Content stored by or on behalf of Philanthropy New York.
Termination. Philanthropy New York can suspend or terminate your membership and your access to the Services, in whole or in part at any time, immediately and without notice for any reason whatsoever, including without limitation for misuse of the Services in any way or inappropriate, unlawful, or unsafe behavior, as determined in its sole discretion.
Electronic Communications. By accessing or using the Services, you consent to having this Agreement provided to you in electronic form and that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirements that such communications be in writing.
Non-electronic Copy. You have the right to receive this Agreement in non-electronic form. To receive a non-electronic copy of this Agreement, please email us at firstname.lastname@example.org or send a letter and self-addressed stamped envelope to: Philanthropy New York, 1500 Broadway, 7th Floor, New York, NY, 10036.
Contacting You. When you provide us with contact information in connection with a particular activity or product or otherwise when using our Services, including an email address or telephone number in connection with that activity, product or service, you agree that this action constitutes a purchase or inquiry establishing a business relationship with us. You expressly consent to our communicating with you using contact information obtained directly from you or which is provided to us with your consent and you attest that you have the legal authority over any contact information provided to us, including your mobile or other telephone number, and can provide us and/or third parties with the authorization to contact you. This means you may be contacted in person or by recorded message, by e-mail, telephone and/or mobile telephone number (including use of automated dialing equipment), text (SMS) message, IM messaging, or any other means of communication that your wireless or other telecommunications device may be capable of receiving). Please keep contact information up to date: you are solely responsible for any contact information you provide to us.
Age Requirements. You must be at least 18 years old or the age of majority in your state of residence, whichever is older, to use the Services.
Access to Services/Termination By Us. You understand and agree that your membership in our Services is subject to and conditioned upon your continued adherence to these Terms and any future modifications thereto and compliance with the Terms. Your violation of these Terms, or any other agreement between you and Philanthropy New York constitutes grounds for immediate termination of your membership without further notice at our sole discretion. We may also terminate your membership at any time, immediately and without notice, if we determine, in our sole discretion, that your conduct is detrimental to our business or the applicable Philanthropy New York community. Termination of your membership will result in cancellation of all rights of access and use of Services. We reserve the right to change, discontinue or suspend any of our Services at any time for any reason. We will be the sole determiner in cases of suspected abuse, fraud, or breach of these Terms. Any decision we make relating to termination or suspension of any Member’s account shall be final and binding. You agree that we may terminate, modify, discontinue or abandon the Services with or without notice to you and that we will not be liable to you or any third party as a result of such termination, modification, discontinuance or abandonment.
Termination Of Services. You agree that we may terminate, modify, discontinue or abandon the Services with or without notice to you and that we will not be liable to you or any third party as a result of such termination, modification, discontinuance or abandonment.
Survival. If this Agreement is terminated for any reason, the provisions with by their nature should continue after termination such as those titled Proprietary Rights, General, Legal Notices and Miscellaneous shall survive any such termination.
No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
U.S. Export Controls. Software from our Services (the “Software”) is further subject to United States export controls. No Software may be downloaded from our Services or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Links and Other Third Party Activities. You may be able to access other sites or resources through links accessible through Services. Because we have no control over such sites and resources, you acknowledge and agree Philanthropy New York is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials or available from such sites or resources nor do we endorse any such sites or the products or services assessable on such sites. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
7. LEGAL NOTICES
Disclaimer Of Warranties. YOU UNDERSTAND THAT YOUR USE OF THE SERVICES (INCLUDING ANY DOWNLOADS OR ANY LOSS OF DATA OR OTHER DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE YOU EXPERIENCE FROM USING THE SERVICES) IS AT YOUR SOLE RISK. YOU UNDERSTAND THAT THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, ARE PROVIDED ON AN “AS IS” “WHERE-IS” AND “WHERE AVAILABLE” BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. IN ADDITION TO THE PRECEDING PARAGRAPH AND OTHER PROVISIONS OF THIS AGREEMENT, ANY ADVICE THAT MAY BE POSTED ON THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE OR SUBSTITUTE FOR ANY PROFESSIONAL ADVICE. PHILANTHROPY NEW YORK MAKES NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY CONCERNING ANY TREATMENT, ACTION BY, OR EFFECT ON ANY PERSON FOLLOWING THE INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE SERVICES. IF YOU HAVE SPECIFIC CONCERNS OR A SITUATION ARISES IN WHICH YOU REQUIRE PROFESSIONAL ADVICE, YOU SHOULD CONSULT WITH AN APPROPRIATELY TRAINED AND QUALIFIED SPECIALIST. YOU ACKNOWLEDGE THAT PHILANTHROPY NEW YORK MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS CONTAINED IN THE SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, PHILANTHROPY NEW YORK DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS, AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES.
Liability Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PHILANTHROPY NEW YORK BE LIABLE TO YOU (OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU) FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF USE, PROFITS, DATA, OR OTHER INTANGIBLES, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, UNAUTHORIZED ACCESS TO AND TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS, ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE, OR NON-PERFORMANCE OF THE SERVICES, EVEN IF PHILANTHROPY NEW YORK HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE..
Indemnity/Release. You understand that you are personally responsible for your behavior while on the Site or using the Services and agree to indemnify and hold Philanthropy New York, and its affiliates, and their respective officers, directors, employees, and agents (collectively, “Indemnitees”), harmless from and against any loss, damage, liability, cost, or expense of any kind (including attorneys’ fees) that Indemnitiees may incur arising out of or related to your use of the Services or in connection with a third party claim or otherwise, in relation to your use of the Services or your violation of either these Terms, applicable law or the rights of any third party.
California Rights: If you are a California resident and in connection with the foregoing release, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) 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.”
Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York without application of conflict of laws rules. Exclusive jurisdiction and venue in connection with any dispute between you and Philanthropy New York (‘Dispute”) shall lie in the state or federal courts located in New York. You hereby waive any right you might have to resolve any Dispute on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of the general public or other persons similarly situated. Any cause of action you may have with respect to Philanthropy, the Services, the Content or the Site must be commenced within one year after the claim or cause of action arises or such claim or cause of action shall be barred.
These Terms, and policies incorporated herein, are the entire agreement between you and Philanthropy New York. They supersede any and all prior or contemporaneous agreements between you and Philanthropy New York relating to your use of the Services. Philanthropy New York may assign these Terms, in whole or in part, at any time. If any part of these Terms is determined to be invalid or unenforceable, it will not impact any other provision of these Terms, all of which will remain in full force and effect. Headings in the Terms are for convenience of reference only and shall not affect the interpretation or construction of this agreement. The failure of Philanthropy New York to partially or fully exercise any rights or the waiver of Philanthropy New York of any breach of these Terms by you, shall not prevent a subsequent exercise of such right by Philanthropy New York or be deemed a waiver by Philanthropy New York of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of Philanthropy New York under these Terms and any other applicable agreement between you and Philanthropy New York shall be cumulative, and the exercise of any such right or remedy shall not limit Philanthropy New York’s right to exercise any other right or remedy.
11. CONTACT US
Please contact us if you have any questions about the Terms by emailing us at email@example.com or calling us at 212-714-0699 or write to us at Philanthropy New York, 1500 Broadway, 7th Floor, New York, NY, 10036.