1. Certain Acknowledgements. Each User acknowledges and agrees to the following:
(b) THE SITES AND SERVICES, INCLUDING ANY PROPRIETARY MATERIALS AND THE LICENSED MATERIALS OF THIRD PARTIES ON, INCORPORATED INTO OR OTHERWISE MADE AVAILABLE THROUGH THE SITES AND SERVICES, SUCH AS DATA, TEXT, PHOTOGRAPHS, VIDEOS, AUDIO CLIPS, WRITTEN POSTS AND COMMENTS, LOGOS, BUTTON ICONS, DATA COMPILATIONS, GRAPHICS, SCRIPTS, ILLUSTRATIONS, INTERFACES, GRAPHICAL USER INTERFACES, INTERACTIVE FEATURES, SOFTWARE, SCRIPTS, AND ALL OTHER RESOURCES, SPECIFICATIONS, KNOW-HOW, INTELLECTUAL PROPERTY AND MATERIALS IN, ON OR AVAILABLE THROUGH THE SITES AND SERVICES (COLLECTIVELY, THE “MATERIALS”), ARE PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY.
(c) Although the Company makes reasonable efforts to update information, the Company makes no representations, warranties or guarantees, whether express or implied, that (i) the Sites, Services and Materials are accurate, complete or up to date, (ii) the Company will in the future take any actions to update or correct the Sites, Services or Materials or (iii) that the Sites, Services or Materials are compatible with any mobile device, tablet, computer equipment or any programs.
(d) The Company shall not be responsible for any errors or omissions relating to the Materials or any other information included in, contained on, or made available through the Sites and Services (including, without limitation, any information relating to any grants or programs described or contemplated by the Sites and Services).
(a) Subscription and Price Changes. EACH USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE COMPANY, IN ITS SOLE AND ABSOLUTE DISCRETION, MAY MAKE CHANGES TO THE SUBSCRIPTION PLANS AND MONTHLY MEMBERSHIP FEES, INCLUDING, WITHOUT LIMITATION, INCREASING OR DECREASING MEMBERSHIP FEES FOR INDIVIDUAL USERS BASED ON SUCH USERS USE OF THE SERVICES. Prior to making any such changes, the Company will provide notice on its Sites and Services of the proposed changes. If a User does not wish to accept the changes, the User may cancel such User’s membership (as provided above in this Section 3) prior to such changes going into effect.
(b) Refunds. Under certain circumstances, the Company will refund all membership fees paid by User to the Company for the preceding twelve (12) month period (the “Refund”). A user may be eligible for a Refund if the User applies for a funding opportunity through the Sites or Services and User’s application was later rejected by the third party administering the funding opportunity. To be eligible for a Refund, a User will be required to, within thirty (30) days of receiving a rejection (the “Notice Period”), provide the Company with the name of the funding opportunity, a copy of any documentation evidencing the rejection of the funding opportunity, and such other information and evidence as may be requested by the Company, in its sole discretion, to verify User’s application and/or submission through the Sites and/or Services. Upon verification by the Company that the User is eligible for a Refund in accordance with this Section 3(a), the Company will provide pay the Refund to the User within thirty (30) days. Notwithstanding the foregoing, each User expressly agrees that User shall not receive a refund if (x) the User provides the foregoing information after the Notice Period or (y) the Company, in its sole and absolute discretion, determines that the User is not eligible for a Refund based on the Company’s review of the information provided by the User and such other verification as the Company may request.
(a) “Intellectual Property” means any intellectual property of the Company or any third party licensors in any jurisdiction throughout the world, including, but not limited to: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (ii) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, uniform resource locators and e-mail addresses, and rights in telephone numbers, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith and all applications, registrations and renewals in connection therewith, (iii) all copyrightable works, all copyrights, and all applications, registrations and renewals in connection therewith, (iv) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals), (v) all software, including computer programs, machine-readable instruction sets or data in computerized form, whether in source code, object code or other form, and all data, databases and related documentation, (vi) all other proprietary rights and (vii) all copies and tangible embodiments thereof (in whatever form or medium).
5. Certain Other Restrictions. In no event will User disassemble, decompile, or reverse engineer the Sites, Services, or Intellectual Property or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (w) converting the Intellectual Property from a machine-readable form into a human-readable form; (x) disassembling or decompiling the Intellectual Property by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (y) examining the machine-readable object code that controls the Intellectual Property’s operation and creating the original source code, binary code or any approximation thereof by, for example, studying the Intellectual Property’s behavior in response to a variety of inputs; or (z) performing any other activity related to the Intellectual Property that could be construed to be reverse engineering, disassembling, or decompiling.
6. Feedback and User Data.
(a) User understands and agrees that that any suggestions, questions, reviews, messages that User sends, submits or otherwise provides to Company (“Feedback”) shall become the sole and exclusive property of the Company, and the Company may, in its sole and absolute discretion, determine whether to disclose, respond to, incorporate or otherwise use the Feedback. User hereby assigns to Company all of User’s rights, title and interests in and to the Feedback, including any intellectual property rights therein. For the avoidance of doubt Feedback does not include any User Data or Feedback.
(a) User also represents and warrant that the Content is NOT, as determined by the Company in its sole discretion, any of the following: false, inaccurate, misleading, a violation of any local, state, federal, international or other applicable law, or otherwise obscene, derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful or embarrassing to any other person or entity, including as such relates to the harassment, degradation, intimidation, or victimization of an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; an infringement on the rights of others, such as infringements on any patent, copyright, trademarks, trade secret, publicity or privacy rights; an advertisement, solicitation or spam link to other websites or individuals, except if such an advertisement or solicitation has been expressly consented to in writing by the Company; a chain letter or pyramid scheme, or part of a chain letter or pyramid scheme; an impersonation of, and does not purport to impersonate, another business, person, or entity, including the Company and its employees and agents; or a virus or other harmful computer code, and does not contain a virus or other harmful code.
(b) USER EXPRESSLY AGREES THAT ALL CONTENT SUBMITTED TO THE SITES AND SERVICES WILL NOT BE CONSIDERED CONFIDENTIAL OR PROPRIETARY AND USER AUTOMATICALLY GRANTS AND/OR WARRANTS THE COMPANY A ROYALTY-FREE, PERPETUAL, IRREVOCABLE, WORLDWIDE, FULLY-PAID UP, UNLIMITED, AND NON-EXCLUSIVE LICENSE TO USE, REPRODUCE, CREATE DERIVATIVE WORKS FROM, MODIFY, PUBLISH, EDIT, TRANSLATE DISTRIBUTE, PERFORM AND DISPLAY THE SUBMISSION AND/OR THE CONTENT IN ANY MEDIA OR MEDIUM, OR ANY FORM, FORMAT OR FORUM WHETHER NOW KNOWN OR HEREAFTER DEVELOPED. USER EXPRESSLY ACKNOWLEDGES THAT ANY CONTENT CONTRIBUTED BY USER (WHETHER DIRECTLY OR INDIRECTLY) MAY BE PUBLICLY ACCESSIBLE OR VIEWABLE.
(c) User further understands and acknowledges that Company has the right, but not the obligation, to monitor all Content and any submission made to or on the Sites or the Services. Company has the right, in its sole discretion and for any reason, to edit, delete, move, or to refuse to post any Content or any other submission to the Sites or the Services. NOTWITHSTANDING THE FOREGOING, USER IS SOLELY RESPONSIBLE FOR ANY CONTENT AND/OR ANY OTHER SUBMISSION USER MAKES TO OR ON THE SITES OR THE SERVICES, AND USER AGREES TO INDEMNIFY THE COMPANY FOR ALL CLAIMS RELATED TO OR ARISING FROM SUCH CONTENT AND/OR SUBMISSIONS.
9. Accounts. Users may need to sign up for an account with the Company in order to access or use part or all of the Sites, Services or Materials. Users must provide accurate and up-to-date information for their account, and each User further represents and warrants that such User has not and will not (a) intentionally impersonate another person or entity by using such other person’s or entity’s name or email address, (b) use an offensive name or email address as determined by the Company in its sole and absolute discretion, or (c) use a name or email address for which such User does not have proper authorization. The Company reserves the right to (x) require that a User change their username or use another email address or (y) change any username and password for any User at any time, with notice to the User following any such change. User further acknowledges and agrees that User (i) is prohibited from using another person’s account or registration information for the Sites or Services, (ii) User shall be responsible for all activity that occurs on User’s account and keeping User’s password secure; and (iii) in the event there is unauthorized access or use of the User’s account, User shall immediately notify the Company at the following email address: email@example.com. USER ACKNOWLEDGES AND AGREES THAT COMPANY SHALL NOT (A) BE LIABLE FOR ANY UNAUTHORIZED USE OF USER’S ACCOUNT, OR (B) REFUND ANY AMOUNT PAID TO COMPANY OR ANY AFFILIATE OR THIRD PARTY PARTNER OF THE COMPANY RELATING TO ANY UNAUTHORIZED USE OF USER’S ACCOUNT. User further understands and agrees that the Company has the right, but not the obligation, to monitor and verify the identity of Users. Company has the right, in its sole and absolute discretion and for any or no reason, to delete and/or remove any User account. NOTWITHSTANDING THE FOREGOING, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE VERIFICATION OF ANY USER’S IDENTITY, AND USER SHALL BE SOLELY RESPONSIBLE FOR VERIFYING THE IDENTITY OF ANY OTHER USER PRIOR TO INTERACTING OR ENGAGING WITH SUCH OTHER USER THROUGH THE SITES OR SERVICES.
11. Links to Other Websites & Third Party Content. The Sites, Services and/or Materials may contain links to or be linked from other websites and resources located on servers maintained by third parties over which Company has no control (“Linked Websites”). The Linked Websites are provided for User’s convenience and information only and, as such, User accesses them at User’s own risk. User agrees and acknowledges that the Company is not responsible for, and does not endorse or warrant, the content of or anything that may be delivered to User or User’s computer as a result of accessing any Linked Websites, whether or not the Company is affiliated with the owners of such Linked Websites. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, USER SHALL WAIVE ANY CLAIMS RELATED TO, AND THE COMPANY IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR, USER’S ACCESS OF ANY INFORMATION ON OR USE OF THE LINKED WEBSITES, INCLUDING BUT NOT LIMITED TO, ANY VIRUSES OR OTHER ILLICIT CODE THAT MAY BE DOWNLOADED THROUGH A LINKED WEBSITE, OR BY ACCESSING A LINKED WEBSITE.
The information presented on or through the Sites, Services and Materials is made available solely for general information purposes and the Company does not warrant the accuracy, completeness, or usefulness of this information. Any reliance User places on such information is strictly at User’s own risk. Company disclaims all liability and responsibility arising from any reliance placed on such materials by the User or any other party who may be informed of any the information contained in, on, through or by the Sites, Services or Materials. The Sites, Services and Materials may include information and content provided by third parties, including the Content and other materials provided by other users, bloggers and third-party licensors, syndicators, aggregators, and/or reporting services (“Third Party Content”). ALL STATEMENTS AND/OR OPINIONS EXPRESSED IN THE THIRD PARTY CONTENT, AND ALL ARTICLES AND RESPONSES TO QUESTIONS AND OTHER CONTENT, OTHER THAN THE CONTENT AND MATERIALS PROVIDED BY THE COMPANY, ARE SOLELY THE OPINIONS AND THE RESPONSIBILITY OF THE PERSON OR ENTITY PROVIDING SUCH THIRD PARTY CONTENT. THE THIRD PARTY CONTENT DOES NOT NECESSARILY REFLECT THE OPINION OF THE COMPANY, AND THE COMPANY IS NOT RESPONSIBLE OR LIABLE TO ANY USER OR ANY THIRD PARTY FOR THE ACCURACY OF ANY OF THE THIRD PARTY CONTENT.
The Company is not responsible for the terms and conditions or privacy practices employed by Linked Websites. Each User acknowledges and agrees that the Company does not control how third parties may use personal information a User discloses to such third parties, and it is the User’s responsibility to carefully review the privacy policies of any Linked Websites or other third party websites before viewing, accessing, using, sharing or otherwise engaging with any Third Party Content or Linked Websites.
13. DISCLAIMER OF WARRANTIES. ALL SITES, SERVICES, MATERIALS AND INTELLECTUAL PROPERTY ARE PROVIDED “AS IS.” COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SITES, SERVICES OR MATERIALS FURNISHED BY COMPANY, OR RESULTS OF THE USE THEREOF, WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY CONTENT, SERVICES, OR INTELLECTUAL PROPERTY IS STRICTLY BETWEEN USER AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF SUCH CONTENT, SERVICES, OR INTELLECTUAL PROPERTY.
(a) THE COMPANY, ITS SERVICE PROVIDERS, SUPPLIERS, LICENSORS, CONTRACTORS, SUBSCONTRACTORS AND AGENTS SHALL NOT BE RESPONSIBLE FOR INCOMPLETE, INCORRECT, LOST, DELAYED, LATE, MISDIRECTED, GARBLED, DAMAGED, ILLEGIBLE, UNDELIVERABLE, OR INCOMPLETELY RECEIVED COMMUNICATIONS OR MESSAGING FROM OR TO THE COMPANY, USER, OR BETWEEN ANOTHER USER AND THE USER FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, BY REASON OF HARDWARE, SOFTWARE, BROWSER, NETWORK, COMMUNICATIONS SYSTEM FAILURE, MALFUNCTION, DELAY, OR CONGESTION, OR ANY INCOMPATIBILITY AT THE COMPANY’S SERVERS OR ELSEWHERE, OR FOR ANY OTHER TECHNICAL PROBLEMS, ANY FORM OF ACTIVE OR PASSIVE FILTERING BY A USER'S COMPUTER, MOBILE OR OTHER DEVICE OR ACCESS PROVIDER, INSUFFICIENT SPACE ON USER'S COMPUTER, MOBILE OR OTHER DEVICE OR ACCOUNT/PROFILE, OR ANY OTHER CAUSE OR COMBINATION THEREOF.
(b) USER FURTHER EXPRESSLY ACKNOWLEDGES AND AGREES THAT COMPANY HAS NO DUTY TO TAKE ANY ACTION REGARDING (i) ANY INFORMATION, CONTENT, OR MATERIALS
ACCESSED BY THE USER ON OR THROUGH THE SITES AND SERVICES; (ii) THE EFFECTS THE CONTENT OR MATERIALS MAY HAVE ON THE USER; OR (iii) HOW THE USER MAY INTERPRET THE INFORMATION, CONTENT OR MATERIALS.
(c) THE COMPANY MAKES NO WARRANITES, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY, COMPLETENESS, FUNCTIONALITY OR SUITABILITY OF THE MATERIALS, CONTENT, INFORMATION AND DATA PROVIDED THROUGH THE SITES AND SERVICES.
(d) THE COMPANY SHALL NOT BE RESPONSIBLE FOR THE MISUSE OR MISREPRESENTATION OF THE MATERIALS, CONTENT, INFORMATION AND/OR DATA PROVIDED THROUGH THE SITES AND SERVICES, AND ANY RELIANCE USER PLACES ON SUCH MATERIALS, CONTENT, INFORMATION AND/OR DATA IS STRICTLY AT USER’S OWN RISK.
(f) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, USER RELEASES COMPANY FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS, AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING, BUT NOT LIMITED TO, CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO DISPUTES BETWEEN USERS AND THE ACTS OR OMISSIONS OF OTHER USERS OR THIRD PARTIES, INCLUDING ANY FUNDING SOURCES TO WHICH USERS HAVE APPLIED FOR THROUGH THE SITES OR SERVICES.
THE FOREGOING LIMITATIONS APPLY EVEN IF COMPANY IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
17. Termination. The Company may terminate or suspend User’s account or access to the Sites or Services at any time for any reason, with or without notice to User. Such termination or suspension may result in the loss of some or all information, including Content, associated with User’s account. Users may also delete their accounts by following the directions through the Sites or Services. All provisions of these Terms which by their nature should survive termination shall survive, including without limitation, all ownership, indemnity and limitation of liability provisions, warranty disclaimers, and dispute procedures.
19. Assignment. User may not assign all or any part of its rights or obligations hereunder, whether by operation of law, change of control, or in any other manner, without the prior written consent of Company. Any such assignment in violation of this Section will be deemed void. The Company may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation and without providing notice to User.
20. Electronic Communications and Signatures.
(a) The communications between User and Company use electronic means, whether User visits the Sites or sends Company emails, or whether Company posts notices on the Sites or Services or communicates with User via email. For contractual purposes, User (a) consents to receive communications from Company in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to User electronically satisfies any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect User’s non-waivable rights.
(b) Documents may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company or other third parties post such documents, or provide a link thereto on the Sites, Services or Linked Websites; or (ii) on which such documents are posted on User’s behalf on an internet or intranet website, if any, to which the Company has access (whether a commercial, third-party website or whether sponsored by the Company); provided that the Company shall have no obligation to maintain paper copies of the documents referred to above, however, upon a User’s request the Company shall deliver by electronic mail electronic versions (i.e., soft copies) of such documents.
26. California Civil Code Section 1542 Waiver. User expressly acknowledges and agrees that all rights under Section 1542 of the California Civil Code are expressly waived. That section provides: 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. In addition, User hereby knowingly and voluntarily waives any protection that may exist under any comparable or similar statutes and principles of common law or any other state laws as it pertains to the enforcement of the releases provided in this paragraph.