TERMS AND CONDITIONS
Welcome to GIVE OUT LOUD. These terms and conditions govern your access to and use of this website and various on-line tools and services that GIVE OUT LOUD makes available to donors, fundraisers, non-profits, registrants and all others users of the GIVE OUT LOUD service, collectively called “Users” of the GIVE OUT LOUD service (the “Service”).
Founding Members Campaign
The Founding Members purchase price reflects the pre-purchase of membership to Give Out Loud. The fees will be used for website development and marketing as part of the GIVE OUT LOUD LLC working capital. It is not an investment into GIVE OUT LOUD LLC and as such no shares will be issued. All sales are final.
1. RESPONSIBILITIES
( a) Your Responsibilities.
In accordance with terms and conditions contained herein, by accessing the Service, you agree to (i) be bound by the terms and conditions set forth herein, (ii) comply with the Privacy Policy in the form set forth at http://www.giveoutloud.com; (iii) comply with any technical specifications, rules of operation or security procedures set forth by GIVE OUT LOUD from time to time on the Service.
GIVE OUT LOUD may change this Terms of Service Agreement (TOS) from time to time and the changes shall be effective upon posting to the GIVE OUT LOUD Web site. Visitors and Individual members agree that your use of the GIVE OUT LOUD site following any changes constitutes your acceptance of all changes to the TOS. You should regularly review the TOS to ensure you are updated on any changes. The TOS was last changed and posted on the GIVE OUT LOUD Web site on May 21, 2008
(b) GIVE OUT LOUD User Accounts.
We make this Service available for use by the general public and Non-profit users, subject to these terms and conditions. When you use this Service for any purpose, you will be asked for your name, address, email address, and other information to identify yourself or your organization and you will be given the option to create a GIVE OUT LOUD account. In order to access and use the Service aside from making a donation, you must complete the account creation process. Access to and use of password-protected and secure areas is restricted to users who have created an account or subscription. Any attempt to access restricted areas without authorization is prohibited. When you create an account with GIVE OUT LOUD, you will need to choose a password to access the GIVE OUT LOUD Services. You are responsible for maintaining the confidentiality of your password. Keep your password in a secure place and do not allow any unauthorized persons access to your password. If you become aware of any unauthorized use of your password or other security breach, notify GIVE OUT LOUD immediately
2. DESCRIPTION OF SERVICES
GIVE OUT LOUD is a Web-based cause-driven social network ("Service"), providing nonprofit organizations, individuals and businesses to be vocal, visible and active about their causes and have the opportunity to attract donors and inspire them to make a donation directly to the nonprofit in support of those causes.
The specific Services available to you on the GIVE OUT LOUD Web site will vary depending upon whether you just explore the Web site as a visitor or register as Free Basic Member or Premier Member. Once you register with us as a Free Basic Member, you will have access to a set of technologies and services that are not available to a Visitor. As a Premier Member, you will additional tools and technologies available for you to expand your reach.
GIVE OUT LOUD Membership effectively supplements a Member’s more traditional fund raising efforts by providing it with the ability to describe your reason, your passion for your cause to the world on a your own personally branded web page, and to accept donations designated to that specific nonprofit.
In providing the services in accordance to the terms of this Agreement, GIVE OUT LOUD acts as a service provider and facilitator to assist the nonprofit organization accept donations from donors.
Member acknowledges the following:
1. GIVE OUT LOUD is not a bank, credit card merchant processor, solicitor, fundraiser or fundraising consultant.
2. The services GIVE OUT LOUD provides its Members are not solicitation services.
3. That GIVE OUT LOUD does not provide any charitable solicitation services for Member and that all the content placed on the GIVE OUT LOUD.com Web site by Member is the Member’s sole property and not the property of GIVE OUT LOUD.
.3. DONATION GUIDELINES
GIVE OUT LOUD makes no representations or warranties relating to the nonprofits, do not endorse the nonprofits, nor do we assume any liability for the nonprofits. Although the nonprofits represent their causes, we have no control or responsibility over how your donations will be used by the nonprofit.
Donations are made directly to the nonprofit organization via PayPal or Google Checkout. GIVE OUT LOUD is not involved in the donation beyond connecting the nonprofit’s own PayPal or Google Checkout account, therefore we have no jurisdiction over donations the nonprofit receives through GIVE OUT LOUD. At no time does GIVE OUT LOUD touch the donation and we do not take a percentage of the donation. The donation is a transaction between you and the nonprofit. PayPal and Google Checkout both charge the nonprofit processing fees which will be taken out of your donation. Before you make a donation, you should thoroughly investigate the organization before you make the donation. We recommend you check with www.guidestar.org, www.charitynavigator.org, the Better Business Bureau at www.give.org/ or the office of the Secretary of State in the state in which the nonprofit is located to get more information about the organization.
4. TAX INFORMATION – DISCLAIMER
You should rely on advice from your own tax advisor on the tax consequences of making charitable donations to nonprofits. GIVE OUT LOUD makes no representation as to whether all or any portion of the donations that you or anyone else makes to any charity is tax deductible. GIVE OUT LOUD shall have no liability for any claim by any federal or state tax authority with respect to your characterization of any donations through this website on your federal or state tax returns.
5. INFORMATION ON WEBSITE.
Any information; ideas or opinions posted by Users of the GIVE OUT LOUD Service or website do not necessarily reflect our views. We do not assume responsibility for the accuracy of any information, ideas or opinions posted by users and are not liable for any claims, damages or losses resulting from such information, ideas or opinions. If you post any information, materials or other content on our website, you authorize us to use and publish such materials in any manner we choose and without any obligation to compensate you or anyone else. When posting any information, materials or content you agree that you will not:
• Harass, defame, intimidate or threaten another user;
• Interfere with another user’s rights to privacy;
• Post any material that is defamatory (i.e., disparaging to the reputation of an individual or business);
• Post any material that is obscene, offensive or indecent;
• Post any trademarks, logos, copyrighted material or other intellectual property without the authorization of the owner;
• Post any materials that may damage the operation of a computer (such as a virus, worm or Trojan horse); or
• Advertise or sell any goods or services.
6. PARTNER SERVICES
Our website may provide links to third-party websites or services and may link you automatically to sponsors’ or third party’s websites or services. We provide such links solely for the convenience of our users. We do not review or endorse, and are not responsible for, any content, advertising, products, services or other materials on or available from such websites or services. You assume full responsibility for your use of third-party websites or services.
7. PROPRIETARY RIGHTS
(a) Trademarked Material. You own all your Marks provided by you in connection with your use of this Service (collectively, “Your Materials”). You hereby grant to GIVE OUT LOUD a nonexclusive, royalty-free transferable, fully paid-up world-wide license to use, copy, display, transmit, publish and distribute Your Materials for the sole purpose of providing the services described in these terms and conditions. Without limiting the generality of the foregoing, you authorize GIVE OUT LOUD to include Your name and logo in a press release, case studies or other announcements and on the GIVE OUT LOUD Site. GIVE OUT LOUD obtains no other right, title or interest in Your Materials except as set forth herein.
(b) GIVE OUT LOUD Material. GIVE OUT LOUD and its licensors shall retain all Intellectual Property Rights in the software, tools, designs, documentation, data and any other material developed or provided by GIVE OUT LOUD pursuant to these terms and conditions, including but not limited to the Services and any data, text, pictures, sound, graphics, logos, marks, symbols, video, visual, oral or other digital material and any other content of any description, provided by GIVE OUT LOUD pursuant hereto.
8. TRADEMARKS.
The names GIVE OUT LOUD, giveoutloud.com, the GIVE OUT LOUD logo and any other product and service names that we may present on the Site from time to time may not be used in connection with any product or service that is not GIVE OUT LOUD’S, nor in any manner that is likely to cause confusion, or in any way that may disparage or discredit GIVE OUT LOUD. Other trademarks, service marks or logos that appear on the Site or anywhere in the GIVE OUT LOUD Service is rendered, in particular (but not exclusively) those of non-profits registered with GIVE OUT LOUD are the property of their respective owners and are likely to be registered trademarks and subject to restrictions as to their use. They must not be used without the express permission of both GIVE OUT LOUD and the trademark owner.
9. COPYRIGHT.
All content on this Site is owned by GIVE OUT LOUD, the non-profits registered with GIVE OUT LOUD, or other original providers, and is protected by applicable intellectual property and proprietary rights and laws. No other use of the Services’ content is permitted without the express prior permission of GIVE OUT LOUD, and, where applicable, the copyright holder. Inquiries and permission requests may be sent to contact@giveoutloud.com
10. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.
Use of this Service is at your sole risk. GIVE OUT LOUD provides the tools, the Site, and the services on an “As Is”, “As Available” basis. Each party represents and warrants that it shall perform its obligations in a manner that complies with the applicable federal, state and local laws, regulations, ordinances and codes (including identifying and procuring required registrations, certificates and approvals and posting of any necessary bonds). Without limiting the generality of the foregoing, you further warrant that you own or otherwise have sufficient rights to grant the licenses granted hereunder to Your Materials, have collected Your Materials in compliance with all applicable laws, rules, and regulations (including any infringement or misappropriation of U.S. patent, copyright, trademark or trade secret); and that the use and provision of Your Materials as contemplated herein will not infringe upon any intellectual property, privacy or other rights of any third party. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. To the extent permitted by law, GIVE OUT LOUD expressly disclaims any and all such other warranties. GIVE OUT LOUD makes no representation as to whether all or any portion of the On-Line Donations are tax deductible. GIVE OUT LOUD will have no liability for any claim by any federal or state tax authority with respect to the characterization by You or any User on each of the applicable federal and state tax returns.
11. INDEMNIFICATION.
(a) Indemnity by GIVE OUT LOUD. GIVE OUT LOUD agrees to indemnify, defend and hold harmless You and (if applicable) Your officers, directors, employees, agents, successors and assigns, from any and all Losses arising from any third party claim, action or proceeding alleging that the services hereunder or the GIVE OUT LOUD Materials (i) violate or infringe the Intellectual Property Rights of such third party or (ii) violates any applicable law, rule or regulation.
(b) Your Indemnity. You agree to indemnify, defend and hold harmless GIVE OUT LOUD and its officers, directors, employees, agents, successors and assigns, from any and all Losses arising from any third party claim, action or proceeding alleging (A) that Your Materials or the use thereof by GIVE OUT LOUD or Donors, (i) violates or infringes the Intellectual Property Rights of any third party, (ii) violates any applicable law, rule or regulation, or (iii) constitutes, or contains material that constitutes, libel, defamation or an invasion of privacy or (B) fraud or misrepresentation by You in connection with Your status as a non-profit entity.
(c) Procedures. A party seeking indemnification hereunder (the “indemnitee”) shall promptly notify the other party (the “indemnitor”) upon receipt of notice of the commencement or threatened commencement of any action or proceeding that may be subject to indemnification hereunder. The indemnitor shall have sole control over the defense and settlement of such claim; provided that the indemnitee (a) shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim and (b) shall reasonably cooperate with indemnitor in the defense or settlement of such claim.
(d) Remedies. This Section 10 states each party's entire obligation to the other party and such other party's sole remedy with respect to any claim of infringement.
12. LIMITATIONS ON LIABILITY
(a) GIVE OUT LOUD’S liability to You for any recoverable losses or damages arising under or in connection with these terms and conditions and your use of this Service shall be limited, to extent applicable, to (i) the actual direct damages incurred by You, in an amount not to exceed the total revenue received by GIVE OUT LOUD resulting from your use of the Service provided hereunder during the most recently preceding 12-month period, or (ii) your discontinuance of any further use of such items or the Service. GIVE OUT LOUD shall not be liable for: (i) damages caused by Your failure to perform Your responsibilities; (ii) claims or demands of third parties (other than those third party claims covered by Section 6); or (iii) any lost or corrupted data, any lost profits, loss of business, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if GIVE OUT LOUD has been advised of the possibility of such damages. The foregoing limitations shall not apply to: (i) the payment of settlements, costs, damages and legal fees referred to in Section 10; or (ii) your obligation to pay amounts owed as compensation for the services hereunder. Notwithstanding the foregoing, to the maximum extent permitted by law, GIVE OUT LOUD disclaims liability for any loss or damages, whether direct, indirect, special, incidental, or consequential (even if GIVE OUT LOUD has been advised of the possibility of such damages) arising out of (i) your use of the GIVE OUT LOUD Site and Services or your inability to do so, (ii) your reliance on any content provided on the Service or through the services provided thereunder, and/or (iii) goods and services in any way associated with this Service and the services thereunder. The limitations of liability set forth in this Section 11 will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in these terms and conditions.
13. FORCE MAJEURE.
Neither party shall be liable for any default or delay in the performance of its obligations hereunder if and to the extent such default or delay is caused by: fire, flood, earthquake, elements of nature or acts of God; riots, civil disorders, rebellions or revolutions in any country; or any other similar cause beyond the reasonable control of such party. In such event the non-performing party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such party continues to use its best efforts to recommence performance or observance without delay.
14. TERM & TERMINATION
Your agreement to abide by these terms and conditions will commence automatically upon your initial use of this Service and continue until the earlier of (i) termination of your rights to use the Service by GIVE OUT LOUD, which GIVE OUT LOUD may do in its sole discretion, or (ii) your ceasing to use the Service. Sections 1, 5, 7, 8, 9,10 , 11, 12, 13,14 and 15 shall survive any termination or expiration of these terms and conditions..
15. USER CONDUCT.
You must at all times use this Service in a responsible and legal manner. In particular you must not do any of the following: misrepresent your identity or your affiliation with any other person or organization; send junk email or spam to people who do not wish to receive mail from you; delete or falsify any attributions, trademarks or designations of source from any website content; conduct, display or forward surveys, contests, pyramid schemes or chain letters; or interfere with or disrupt the service or services or networks connected to the service; collect or store personal data about other users including email addresses. You agree that you will comply with all applicable local, state and federal laws, statutes and regulations regarding use of this website and GIVE OUT LOUD tools and services.
16. USER SUPPLIED CONTENT
You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for each individual item ("Item") of Content that you post, email or otherwise make available via the Service. You understand that GIVE OUT LOUD does not control, and is not responsible for Content made available through the Service, and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the GIVE OUT LOUD site and Content available through the Service may contain links to other websites, which are completely independent of GIVE OUT LOUD. GIVE OUT LOUD makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will GIVE OUT LOUD be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that GIVE OUT LOUD does not pre-screen or approve Content, but that GIVE OUT LOUD shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Service, for violating the letter or spirit of the site or for any other reason.
17. MISCELLANEOUS.
These terms and conditions will be governed by and construed in accordance with the laws of the state of California, without reference to its conflicts of laws rules. Any provision of these terms and conditions that is held to be invalid or unenforceable will be deleted and replaced by a valid and enforceable provision which achieves, as far as possible, the same objectives as the severed provision was intended to achieve. The remaining provisions of these terms and conditions shall continue in full force and effect. Except to the limited extent set forth in Section 1(b) above, neither these terms and conditions, nor any terms contained herein, shall be construed as creating or constituting a partnership, joint venture or agency relationship between the parties. You may not assign, sublicense or otherwise transfer any right or obligation set forth herein without Give Out Loud's prior written consent. Any purported assignment in violation of the preceding sentence is void and of no effect. These terms and conditions are binding upon the parties' respective successors and permitted assigns. No failure of Give Out Loud to exercise or enforce any of its rights hereunder will act as a waiver of such rights. Except as otherwise expressly provided herein, all remedies provided for herein shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.
Welcome to GIVE OUT LOUD. These terms and conditions govern your access to and use of this website and various on-line tools and services that GIVE OUT LOUD makes available to donors, fundraisers, non-profits, registrants and all others users of the GIVE OUT LOUD service, collectively called “Users” of the GIVE OUT LOUD service (the “Service”).
Founding Members Campaign
The Founding Members purchase price reflects the pre-purchase of membership to Give Out Loud. The fees will be used for website development and marketing as part of the GIVE OUT LOUD LLC working capital. It is not an investment into GIVE OUT LOUD LLC and as such no shares will be issued. All sales are final.
1. RESPONSIBILITIES
( a) Your Responsibilities.
In accordance with terms and conditions contained herein, by accessing the Service, you agree to (i) be bound by the terms and conditions set forth herein, (ii) comply with the Privacy Policy in the form set forth at http://www.giveoutloud.com; (iii) comply with any technical specifications, rules of operation or security procedures set forth by GIVE OUT LOUD from time to time on the Service.
GIVE OUT LOUD may change this Terms of Service Agreement (TOS) from time to time and the changes shall be effective upon posting to the GIVE OUT LOUD Web site. Visitors and Individual members agree that your use of the GIVE OUT LOUD site following any changes constitutes your acceptance of all changes to the TOS. You should regularly review the TOS to ensure you are updated on any changes. The TOS was last changed and posted on the GIVE OUT LOUD Web site on May 21, 2008
(b) GIVE OUT LOUD User Accounts.
We make this Service available for use by the general public and Non-profit users, subject to these terms and conditions. When you use this Service for any purpose, you will be asked for your name, address, email address, and other information to identify yourself or your organization and you will be given the option to create a GIVE OUT LOUD account. In order to access and use the Service aside from making a donation, you must complete the account creation process. Access to and use of password-protected and secure areas is restricted to users who have created an account or subscription. Any attempt to access restricted areas without authorization is prohibited. When you create an account with GIVE OUT LOUD, you will need to choose a password to access the GIVE OUT LOUD Services. You are responsible for maintaining the confidentiality of your password. Keep your password in a secure place and do not allow any unauthorized persons access to your password. If you become aware of any unauthorized use of your password or other security breach, notify GIVE OUT LOUD immediately
2. DESCRIPTION OF SERVICES
GIVE OUT LOUD is a Web-based cause-driven social network ("Service"), providing nonprofit organizations, individuals and businesses to be vocal, visible and active about their causes and have the opportunity to attract donors and inspire them to make a donation directly to the nonprofit in support of those causes.
The specific Services available to you on the GIVE OUT LOUD Web site will vary depending upon whether you just explore the Web site as a visitor or register as Free Basic Member or Premier Member. Once you register with us as a Free Basic Member, you will have access to a set of technologies and services that are not available to a Visitor. As a Premier Member, you will additional tools and technologies available for you to expand your reach.
GIVE OUT LOUD Membership effectively supplements a Member’s more traditional fund raising efforts by providing it with the ability to describe your reason, your passion for your cause to the world on a your own personally branded web page, and to accept donations designated to that specific nonprofit.
In providing the services in accordance to the terms of this Agreement, GIVE OUT LOUD acts as a service provider and facilitator to assist the nonprofit organization accept donations from donors.
Member acknowledges the following:
1. GIVE OUT LOUD is not a bank, credit card merchant processor, solicitor, fundraiser or fundraising consultant.
2. The services GIVE OUT LOUD provides its Members are not solicitation services.
3. That GIVE OUT LOUD does not provide any charitable solicitation services for Member and that all the content placed on the GIVE OUT LOUD.com Web site by Member is the Member’s sole property and not the property of GIVE OUT LOUD.
.3. DONATION GUIDELINES
GIVE OUT LOUD makes no representations or warranties relating to the nonprofits, do not endorse the nonprofits, nor do we assume any liability for the nonprofits. Although the nonprofits represent their causes, we have no control or responsibility over how your donations will be used by the nonprofit.
Donations are made directly to the nonprofit organization via PayPal or Google Checkout. GIVE OUT LOUD is not involved in the donation beyond connecting the nonprofit’s own PayPal or Google Checkout account, therefore we have no jurisdiction over donations the nonprofit receives through GIVE OUT LOUD. At no time does GIVE OUT LOUD touch the donation and we do not take a percentage of the donation. The donation is a transaction between you and the nonprofit. PayPal and Google Checkout both charge the nonprofit processing fees which will be taken out of your donation. Before you make a donation, you should thoroughly investigate the organization before you make the donation. We recommend you check with www.guidestar.org, www.charitynavigator.org, the Better Business Bureau at www.give.org/ or the office of the Secretary of State in the state in which the nonprofit is located to get more information about the organization.
4. TAX INFORMATION – DISCLAIMER
You should rely on advice from your own tax advisor on the tax consequences of making charitable donations to nonprofits. GIVE OUT LOUD makes no representation as to whether all or any portion of the donations that you or anyone else makes to any charity is tax deductible. GIVE OUT LOUD shall have no liability for any claim by any federal or state tax authority with respect to your characterization of any donations through this website on your federal or state tax returns.
5. INFORMATION ON WEBSITE.
Any information; ideas or opinions posted by Users of the GIVE OUT LOUD Service or website do not necessarily reflect our views. We do not assume responsibility for the accuracy of any information, ideas or opinions posted by users and are not liable for any claims, damages or losses resulting from such information, ideas or opinions. If you post any information, materials or other content on our website, you authorize us to use and publish such materials in any manner we choose and without any obligation to compensate you or anyone else. When posting any information, materials or content you agree that you will not:
• Harass, defame, intimidate or threaten another user;
• Interfere with another user’s rights to privacy;
• Post any material that is defamatory (i.e., disparaging to the reputation of an individual or business);
• Post any material that is obscene, offensive or indecent;
• Post any trademarks, logos, copyrighted material or other intellectual property without the authorization of the owner;
• Post any materials that may damage the operation of a computer (such as a virus, worm or Trojan horse); or
• Advertise or sell any goods or services.
6. PARTNER SERVICES
Our website may provide links to third-party websites or services and may link you automatically to sponsors’ or third party’s websites or services. We provide such links solely for the convenience of our users. We do not review or endorse, and are not responsible for, any content, advertising, products, services or other materials on or available from such websites or services. You assume full responsibility for your use of third-party websites or services.
7. PROPRIETARY RIGHTS
(a) Trademarked Material. You own all your Marks provided by you in connection with your use of this Service (collectively, “Your Materials”). You hereby grant to GIVE OUT LOUD a nonexclusive, royalty-free transferable, fully paid-up world-wide license to use, copy, display, transmit, publish and distribute Your Materials for the sole purpose of providing the services described in these terms and conditions. Without limiting the generality of the foregoing, you authorize GIVE OUT LOUD to include Your name and logo in a press release, case studies or other announcements and on the GIVE OUT LOUD Site. GIVE OUT LOUD obtains no other right, title or interest in Your Materials except as set forth herein.
(b) GIVE OUT LOUD Material. GIVE OUT LOUD and its licensors shall retain all Intellectual Property Rights in the software, tools, designs, documentation, data and any other material developed or provided by GIVE OUT LOUD pursuant to these terms and conditions, including but not limited to the Services and any data, text, pictures, sound, graphics, logos, marks, symbols, video, visual, oral or other digital material and any other content of any description, provided by GIVE OUT LOUD pursuant hereto.
8. TRADEMARKS.
The names GIVE OUT LOUD, giveoutloud.com, the GIVE OUT LOUD logo and any other product and service names that we may present on the Site from time to time may not be used in connection with any product or service that is not GIVE OUT LOUD’S, nor in any manner that is likely to cause confusion, or in any way that may disparage or discredit GIVE OUT LOUD. Other trademarks, service marks or logos that appear on the Site or anywhere in the GIVE OUT LOUD Service is rendered, in particular (but not exclusively) those of non-profits registered with GIVE OUT LOUD are the property of their respective owners and are likely to be registered trademarks and subject to restrictions as to their use. They must not be used without the express permission of both GIVE OUT LOUD and the trademark owner.
9. COPYRIGHT.
All content on this Site is owned by GIVE OUT LOUD, the non-profits registered with GIVE OUT LOUD, or other original providers, and is protected by applicable intellectual property and proprietary rights and laws. No other use of the Services’ content is permitted without the express prior permission of GIVE OUT LOUD, and, where applicable, the copyright holder. Inquiries and permission requests may be sent to contact@giveoutloud.com
10. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.
Use of this Service is at your sole risk. GIVE OUT LOUD provides the tools, the Site, and the services on an “As Is”, “As Available” basis. Each party represents and warrants that it shall perform its obligations in a manner that complies with the applicable federal, state and local laws, regulations, ordinances and codes (including identifying and procuring required registrations, certificates and approvals and posting of any necessary bonds). Without limiting the generality of the foregoing, you further warrant that you own or otherwise have sufficient rights to grant the licenses granted hereunder to Your Materials, have collected Your Materials in compliance with all applicable laws, rules, and regulations (including any infringement or misappropriation of U.S. patent, copyright, trademark or trade secret); and that the use and provision of Your Materials as contemplated herein will not infringe upon any intellectual property, privacy or other rights of any third party. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. To the extent permitted by law, GIVE OUT LOUD expressly disclaims any and all such other warranties. GIVE OUT LOUD makes no representation as to whether all or any portion of the On-Line Donations are tax deductible. GIVE OUT LOUD will have no liability for any claim by any federal or state tax authority with respect to the characterization by You or any User on each of the applicable federal and state tax returns.
11. INDEMNIFICATION.
(a) Indemnity by GIVE OUT LOUD. GIVE OUT LOUD agrees to indemnify, defend and hold harmless You and (if applicable) Your officers, directors, employees, agents, successors and assigns, from any and all Losses arising from any third party claim, action or proceeding alleging that the services hereunder or the GIVE OUT LOUD Materials (i) violate or infringe the Intellectual Property Rights of such third party or (ii) violates any applicable law, rule or regulation.
(b) Your Indemnity. You agree to indemnify, defend and hold harmless GIVE OUT LOUD and its officers, directors, employees, agents, successors and assigns, from any and all Losses arising from any third party claim, action or proceeding alleging (A) that Your Materials or the use thereof by GIVE OUT LOUD or Donors, (i) violates or infringes the Intellectual Property Rights of any third party, (ii) violates any applicable law, rule or regulation, or (iii) constitutes, or contains material that constitutes, libel, defamation or an invasion of privacy or (B) fraud or misrepresentation by You in connection with Your status as a non-profit entity.
(c) Procedures. A party seeking indemnification hereunder (the “indemnitee”) shall promptly notify the other party (the “indemnitor”) upon receipt of notice of the commencement or threatened commencement of any action or proceeding that may be subject to indemnification hereunder. The indemnitor shall have sole control over the defense and settlement of such claim; provided that the indemnitee (a) shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim and (b) shall reasonably cooperate with indemnitor in the defense or settlement of such claim.
(d) Remedies. This Section 10 states each party's entire obligation to the other party and such other party's sole remedy with respect to any claim of infringement.
12. LIMITATIONS ON LIABILITY
(a) GIVE OUT LOUD’S liability to You for any recoverable losses or damages arising under or in connection with these terms and conditions and your use of this Service shall be limited, to extent applicable, to (i) the actual direct damages incurred by You, in an amount not to exceed the total revenue received by GIVE OUT LOUD resulting from your use of the Service provided hereunder during the most recently preceding 12-month period, or (ii) your discontinuance of any further use of such items or the Service. GIVE OUT LOUD shall not be liable for: (i) damages caused by Your failure to perform Your responsibilities; (ii) claims or demands of third parties (other than those third party claims covered by Section 6); or (iii) any lost or corrupted data, any lost profits, loss of business, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if GIVE OUT LOUD has been advised of the possibility of such damages. The foregoing limitations shall not apply to: (i) the payment of settlements, costs, damages and legal fees referred to in Section 10; or (ii) your obligation to pay amounts owed as compensation for the services hereunder. Notwithstanding the foregoing, to the maximum extent permitted by law, GIVE OUT LOUD disclaims liability for any loss or damages, whether direct, indirect, special, incidental, or consequential (even if GIVE OUT LOUD has been advised of the possibility of such damages) arising out of (i) your use of the GIVE OUT LOUD Site and Services or your inability to do so, (ii) your reliance on any content provided on the Service or through the services provided thereunder, and/or (iii) goods and services in any way associated with this Service and the services thereunder. The limitations of liability set forth in this Section 11 will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in these terms and conditions.
13. FORCE MAJEURE.
Neither party shall be liable for any default or delay in the performance of its obligations hereunder if and to the extent such default or delay is caused by: fire, flood, earthquake, elements of nature or acts of God; riots, civil disorders, rebellions or revolutions in any country; or any other similar cause beyond the reasonable control of such party. In such event the non-performing party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such party continues to use its best efforts to recommence performance or observance without delay.
14. TERM & TERMINATION
Your agreement to abide by these terms and conditions will commence automatically upon your initial use of this Service and continue until the earlier of (i) termination of your rights to use the Service by GIVE OUT LOUD, which GIVE OUT LOUD may do in its sole discretion, or (ii) your ceasing to use the Service. Sections 1, 5, 7, 8, 9,10 , 11, 12, 13,14 and 15 shall survive any termination or expiration of these terms and conditions..
15. USER CONDUCT.
You must at all times use this Service in a responsible and legal manner. In particular you must not do any of the following: misrepresent your identity or your affiliation with any other person or organization; send junk email or spam to people who do not wish to receive mail from you; delete or falsify any attributions, trademarks or designations of source from any website content; conduct, display or forward surveys, contests, pyramid schemes or chain letters; or interfere with or disrupt the service or services or networks connected to the service; collect or store personal data about other users including email addresses. You agree that you will comply with all applicable local, state and federal laws, statutes and regulations regarding use of this website and GIVE OUT LOUD tools and services.
16. USER SUPPLIED CONTENT
You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for each individual item ("Item") of Content that you post, email or otherwise make available via the Service. You understand that GIVE OUT LOUD does not control, and is not responsible for Content made available through the Service, and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the GIVE OUT LOUD site and Content available through the Service may contain links to other websites, which are completely independent of GIVE OUT LOUD. GIVE OUT LOUD makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will GIVE OUT LOUD be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that GIVE OUT LOUD does not pre-screen or approve Content, but that GIVE OUT LOUD shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Service, for violating the letter or spirit of the site or for any other reason.
17. MISCELLANEOUS.
These terms and conditions will be governed by and construed in accordance with the laws of the state of California, without reference to its conflicts of laws rules. Any provision of these terms and conditions that is held to be invalid or unenforceable will be deleted and replaced by a valid and enforceable provision which achieves, as far as possible, the same objectives as the severed provision was intended to achieve. The remaining provisions of these terms and conditions shall continue in full force and effect. Except to the limited extent set forth in Section 1(b) above, neither these terms and conditions, nor any terms contained herein, shall be construed as creating or constituting a partnership, joint venture or agency relationship between the parties. You may not assign, sublicense or otherwise transfer any right or obligation set forth herein without Give Out Loud's prior written consent. Any purported assignment in violation of the preceding sentence is void and of no effect. These terms and conditions are binding upon the parties' respective successors and permitted assigns. No failure of Give Out Loud to exercise or enforce any of its rights hereunder will act as a waiver of such rights. Except as otherwise expressly provided herein, all remedies provided for herein shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.
