This Terms of Services Agreement (the “Agreement”) states the legally binding terms and conditions under which You may receive services, including but not limited to linking to and posting on the NYCharities.org Site (the “Services”), from NYCharities.org, Inc., a not-for-profit corporation organized under the laws of the State of Delaware (“NYCharities.org”). The terms “You” and “Your” as used herein refer to those charitable organizations that agree to these terms and conditions.
1. Acceptance of Terms. Please read this Agreement carefully and click on the agree/disagree button below (hereinafter “Acceptance”). You must agree to the following terms and conditions of this Agreement before You partake in the Services. This Agreement includes the NYCharities.org Privacy Statement and User Agreement, which is incorporated into this Agreement by reference. By accepting this Agreement you also agree to any additional terms therein.
2. Changes to Agreement. NYCHARITIES.ORG RESERVES THE RIGHT TO MODIFY OR SUPPLEMENT THIS AGREEMENT AND TO IMPOSE NEW OR ADDITIONAL TERMS OR CONDITIONS ON YOUR USE OF THE SERVICES (“Additional Terms”). Additional Terms will be effective immediately and incorporated into this Agreement. NYCharities.org will notify You by electronic mail or otherwise in writing of any Additional Terms. You may object to such Additional Terms by replying to such notice within ten (10) days as instructed therein. If You object, Your sole and exclusive remedy shall be termination of this Agreement in accordance with Paragraph 9 below. If You do not reply as instructed in such notice within ten (10) days, You shall be deemed to accept the Additional Terms.
3. License Grant. Subject to the terms herein, NYCharities.org grants You a royalty-free, non-exclusive license solely to: (i) electronically display and publish the trademarks, service marks, graphics, logos and images of NYCharities.org solely in the form provided by NYCharities.org and which may be modified from time to time in its sole discretion (the “Marks”), on Your Internet website (“Your Site”) solely to create a hyperlink to the Internet website maintained by NYCharities.org at http://www.nycharities.org and all content, trademarks, graphics, material, data, and other intellectual property displayed or appearing therein, (the “NYCharities.org Site”); and (ii) use the Marks in advertising or promotional materials related to Your organization. You may not frame the NYCharities.org Site or use any content or trademarks displayed therein without Your giving notice to NYCharities.org in the form of an email message addressed to [email protected] stating those intentions.
You shall not use the Marks in any way to suggest endorsement or sponsorship by NYCharities.org of Your Site,
information or other content. You may not use any of the Marks as a metatag in Your Site’s code or in any other manner designed to
attract a search engine. You shall not use the Marks in combination with the trademarks of any other party. You agree that Your use
of the Marks shall at all times be consistent with any trademark usage guidelines that NYCharities.org may
establish from time to time in its sole discretion.
5. Representations. You represent and warrant to NYCharities.org that at all times during the term of this Agreement, (a) You are recognized by the Internal Revenue Service as exempt from federal income tax under IRC Section 501(c)(3), and have public charity status under Section 509, and will utilize all donations received through use of the hyperlink in accordance with such tax-exempt status, and Your Site will not violate any restrictions imposed by applicable law on IRC Section 501(c)(3) entities; (b) You understand You may have obligations to register under, and covenant that You shall fully comply and bear the costs associated with, any and all applicable state and local statutes governing the solicitation of charitable solicitations; (c) You do not engage in any transactions with any person or entity that advocates, plans, sponsors, engages in, or has engaged in terrorist activity or has been designated by the U.S. Government as a Foreign Terrorist Organization, a Specially Designated Terrorist or a Specially Designated Global Terrorist; (d) You shall promptly notify NYCharities.org of any change in Your tax-exempt status, and any inquiry by the IRS or any state or local government regarding the matters described in (a) (b) and (c) above; and (e) the donor of any online donation will not receive, nor be promised to receive, any goods or services as a result of such donation.
6. Submitted Content. You are solely responsible for the information or other materials related to Your organization (the “Submitted Content”) that You post, publish, display, upload, input, or submit (hereinafter, “Post”) to the NYCharities.org Site or transmit to other users. By Posting Submitted Content to the NYCharities.org Site, You automatically grant, and You represent that You have the right to grant, to NYCharities.org an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, edit, translate, reformat and distribute such Submitted Content; to prepare derivative works of, or incorporate into other works, such Submitted Content and to grant and authorize sublicenses thereof; and to publish Your name in connection with Your Submitted Content.
We may review and delete any Submitted Content that, in the sole judgment of NYCharities.org, violates this Agreement, applicable law, rules or regulations, is offensive or illegal or violates the rights of users of the NYCharities.org Site or any other third person.
7. Specific Prohibited Uses. The NYCharities.org Site may be used only for lawful purposes by individuals and entities interested in benefiting and promoting the work of New York not-for-profit organizations. NYCharities.org specifically prohibits any other use of the NYCharities.org Site, and You agree not to do any of the following: (a) Post any incomplete, false or inaccurate information or information which is not Your own; (b) delete or revise any material Posted by any other entity; (c) take any action that imposes an unreasonable or disproportionately large load on the NYCharities.org Site’s infrastructure; (d) notwithstanding anything to the contrary contained herein, use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the NYCharities.org Site other than the search engine and search agents available from the NYCharities.org Site and other than generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer); (e) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the NYCharities.org Site; or (g) except as set forth in Section 2, aggregate, copy or duplicate in any manner any of the NYCharities.org Site content or information available from the NYCharities.org Site.
8. Processing of Contributions. You hereby appoint NYCharities.org as Your agent to collect and process charitable contributions on your behalf through the NYCharities.org Site. NY Charities.org, as Your agent, collects a nominal transaction fee that credit card companies charge on contributions. An E-receipt is issued to the donor following a transaction; however, NYCharities.org shall not be responsible for issuing receipts for tax purposes.
9. Term and Termination. The Agreement shall commence on the date of Acceptance and continue indefinitely; provided that, NYCharities.org may terminate this Agreement (a) upon Your failure to cure any breach of this Agreement within 7 days written notice from NYCharities.org thereof; (b) immediately upon NYCharities.org’s determination, in its sole discretion, that (i) any content of Your Site would injure the reputation or goodwill of NYCharities.org or cause false association with any other organization, or (ii) any action taken pursuant to this Agreement would jeopardize NYCharities.org’s not-for-profit or tax exempt status; or (c) upon 30 days written notice in its sole discretion. Upon termination of this Agreement, You agree to immediately delete the hyperlink to the NYCharities.org Site and discontinue any use of the Marks.
10. Termination Due to Repeated Infringement of the Intellectual Property Rights of Others. NYCharities.org respects the intellectual property of others, and we require that You do the same. The unauthorized reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owner’s rights. As a condition to Your use of the NYCharities.org Site, You agree not to use the NYCharities.org Site to infringe the intellectual property rights of others in any way. NYCharities.org will (i) deny Your ability to Post content and partake in any Services and (ii) terminate Your access where You are a repeat infringer of the copyrights, or other intellectual property rights, of others. We reserve the right to take these actions at any time, in our sole discretion, with or without notice, and without any liability to You. Please see the Notices and Procedures for making claims of Copyright Infringement section of the NYCharities.org Privacy Statement and User Agreement for further related information.
11. Editorial Control. NYCharities.org shall have sole editorial control over all aspects of the NYCharities.org Site, and may change any or all of it or discontinue it at any time for any reason or no reason without notice to You.
12. NYCharities.org’s Liability. Because NYCharities.org does not and cannot be involved in user-to-user dealings or control the behavior of participants and/or donors, in the event that You have a dispute with one or more users, You release NYCharities.org (and our agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
13. Disclaimer of Warranty. NYCHARITIES.ORG DOES NOT WARRANT THAT THE NYCHARITIES.ORG SITE WILL OPERATE ERROR-FREE OR THAT THE NYCHARITIES.ORG SITE AND ITS SERVER(S) ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE NYCHARITIES.ORG SITE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NYCHARITIES.ORG IS NOT RESPONSIBLE FOR THOSE COSTS. THE NYCHARITIES.ORG SITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. NYCHARITIES.ORG, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. NYCHARITIES.ORG MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE NYCHARITIES.ORG CONTENT, SOFTWARE, TEXT, GRAPHICS, AND LINKS.
14. Disclaimer of Consequential Damages. IN NO EVENT SHALL NYCHARITIES.ORG, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE NYCHARITIES.ORG SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE NYCHARITIES.ORG SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NYCHARITIES.ORG IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. Indemnity. You agree to indemnify NYCharities.org and its officers, directors, donors, employees and agents from and against any and all losses, settlements, liabilities, judgments, costs and expenses of any nature it may incur as a result of claims or actions asserted by third parties against any of them based upon (a) Your linking to the NYCharities.org Site, (b) any material, including Submitted Content You provide to the NYCharities.org Site, (c) any content contained in Your Site, (d) the conduct of Your business, or (e) Your breach of this Agreement. You acknowledge and agree that NYCharities.org shall not be liable to You in any manner for any claims asserted against You by third parties relating to Your linking to or Posting on the NYCharities.org Site or any content contained in the NYCharities.org Site.
16. No Assignment. You may not assign or sublicense this Agreement in whole or in part (including by operation of law) without NYCharities.org’s prior written consent and any attempted assignment in breach of this provision shall be null and void ab initio and of no effect.
17. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior agreements.
18. No Partnership. Nothing in this Agreement shall be deemed or construed as creating a joint venture or partnership between You and NYCharities.org. Except as specifically set forth in Section 6, neither You nor NYCharities.org, by virtue of this Agreement, is authorized as an agent, employee, or representative of the other.
19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. All disputes relating to this Agreement shall be brought solely in the state or federal courts located in Manhattan, New York.