- The Service Licensed. The term “Service” shall mean (a) the Internet web pages, data, photographs, screens, descriptions, documentation and other information of any kind that are accessible through the Foundation’s web application (the “Website”), as well as all updates, enhancements and modifications thereto, and all intellectual property contained therein, and (b) communications between the Foundation and Users. You must be 18 years of age to use the Website. Each parent, guardian or other caretaker of a child under 18 shall be responsible for any access to the Website by any such child.
- Grant of License. Subject to the terms and conditions of this Agreement, the Foundation grants to you, the “User”, a limited nonexclusive, nontransferable, revocable license solely in connection with User’s personal use, and not for resale or public performance of any kind, to access and use the Service (or any portions thereof). The Foundation reserves the right at all times and without notice to (i) restrict or prevent User’s access to the Service (or any portion thereof); and (ii) modify or discontinue providing the Service (or any portion thereof). The Foundation shall have no obligation to correct or update the Service. For the purposes of the license grant in this Section 2, the term “User” shall include individuals and any entity on behalf of which this Agreement is being reviewed and accepted and such entity’s employees and other individual users.
- General Restrictions on Use. A User may not (i) use, copy, modify, merge, install, transfer or distribute the Service, except as expressly provided in this Agreement; (ii) reverse-engineer, decompile, translate, disassemble or separate the components of the Service (including, without limitation, viewing or otherwise obtaining source code); (iii) sublicense, rent, sell or lease the Service or any part thereof; (iv) use the Service or any part thereof for third-party training, commercial time-sharing or service bureau use; (v) remove from the Service or alter any copyright or trademark notice contained therein; (vi) use the Website for any unlawful purpose; (vii) express or imply that any statements User makes are endorsed by us, without our prior written consent; (viii) transmit (a) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights, (b) any material, non-public information about individuals or companies without the authorization to do so, (c) any trade secret of any third party, or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding; (ix) transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component; (x) “frame” or “mirror” any part of the Website without our prior written authorization; (xi) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents; (xii) harvest or collect information about Website visitors or members without their express consent; or (xiii) post or otherwise distribute material that is subject to a copyright unless you are the owner of such copyright or you have been granted permission for such actions from the copyright owner. The foregoing restrictions on use may be modified, expanded or reduced by the Foundation elsewhere on the Website. In such case, such modification, expansion or reduction shall be incorporated herein as if stated in full herein.
4.1 Proprietary Information. User acknowledges and agrees that: (i) the Service, including, without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, “Proprietary Information”), is owned by the Foundation or its third party content providers (“Content Providers”), as applicable; (ii) the Proprietary Information contains valuable copyrighted and proprietary material of the Foundation; (iii) the Proprietary Information is licensed, rather than sold, to User pursuant to this Agreement; and (iv) User has no rights in the Proprietary Information, other than the rights and licenses specifically granted to User pursuant to this Agreement.
4.2 Confidentiality. User hereby acknowledges that the Foundation may disclose to User, as part of or in conjunction with Proprietary Information, valuable confidential information of the Foundation and its affiliates and grantees. User agrees to hold all such confidential information in confidence and not to disclose such confidential information to anyone other than User's employees with a bona fide need to know, provided such employees are governed by a parallel confidentiality obligation of equal or greater force. Additionally, User agrees to use at least that degree of care which User uses to protect User’s own information of a similar confidential nature, but in no event less than reasonable protection. Excluded from such confidential information is information which, as proven by User by clear and convincing evidence, was in User’s possession without confidential limitation prior to disclosure, is known or becomes known to the general public without breach of this Agreement, is received by User without confidentiality limitations from a third party, or is disclosed publicly by the Foundation without substantially similar confidentiality restrictions. This confidentiality obligation is to survive the termination, expiration or cancellation of this Agreement for any cause whatsoever, and to remain in force in perpetuity.
4.3 Submission Policy. “User Submissions” are submissions to the Foundation by the public or by individuals or entities specifically invited by the Foundation to submit materials. User Submissions remain the intellectual property of the individual user. By posting User Submissions on our Website, you expressly grant the Ford Foundation a nonexclusive, perpetual, irrevocable, royalty-free, fully paid-up worldwide, fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform and display such User Submissions and your name, voice, and/or likeness as contained in your User Submission, in whole or in part, and in any form throughout the world in any media or technology, whether now known or hereafter discovered, including all promotion, advertising, marketing, merchandising, publicity and any other ancillary uses thereof, and including the unfettered right to sublicense such rights, in perpetuity throughout the universe. Any such User Submissions are deemed nonconfidential, and the Foundation shall be under no obligation to maintain the confidentiality of any information, in whatever form, contained in any User Submission unless otherwise agreed in writing.
- Trademarks. User acknowledges that the Foundation has acquired, and is the owner of, trademark rights in the name and word mark Cleveland H. DodgeTM, and in the design marks displayed on the Website. User acknowledges that this name and these marks are famous and internationally known. User shall not, at any time or for any reason, challenge the validity of, or the Foundation’s ownership of, the foregoing name and marks, and User waives any rights User may have at any time to do so. All use of the foregoing name and marks by User shall inure exclusively to the benefit of the Foundation. All marks shown on the Website but not owned by the Foundation are the property of their respective owners.
- Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by the Foundation infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Website are covered by a single notification, a representative list of such works);
(c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow the Foundation to locate the material on the Website;
(d) the name, address, telephone number, and email address (if available) of the complaining party;
(e) 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
(f) 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.
- Disclaimer of Warranty. THIS WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEBSITE ARE PROVIDED BY THE FOUNDATION ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE FOUNDATION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDED ON OR MADE AVAILABLE TO YOU THROUGH THIS WEBSITE.
- Limitation of Liability. Each User is solely responsible for (i) his or her use of the Service, and (ii) any damages incurred by him or her or any third party that arise from or are related to the Service. Neither the Foundation nor its Content Providers will be liable to User or any third party for any damages arising from or relating to this Agreement or the Service, except to the extent such damages are determined by a court of competent jurisdiction to have arisen directly from a willful breach by the Foundation of any of its express obligations hereunder. In the event of such a finding, the aggregate liability of the Foundation and its Content Providers for any damages, whether arising in contract, tort or otherwise, shall be limited to actual damages proved not to exceed the amount paid by User to the Foundation for the Service. The Foundation specifically disclaims responsibility for the security of information submitted by Users and shall have no liability for any release of such information due to third party misappropriation or otherwise. No claim may be asserted by any User with respect to the Website unless written notice of such claim is received by the Foundation within 30 days after such claim arises.
- Indemnification. User shall defend and indemnify the Foundation, and hold the Foundation harmless, against any loss or damage of any kind (including, without limitation, attorneys’ fees and other litigation expenses) arising from: (i) any and all breaches by User of this Agreement or any representation, warranty or covenant contained herein; and (ii) any and all claims and actions against the Foundation by other parties to whom User allows access to the Service.
- Force Majeure. Any performance contemplated by this Agreement on the part of the Foundation may be cancelled by it in the case of an event or the reasonable probability of an event beyond the control of the Foundation, including but not limited to: strike, civil unrest, a state of emergency such as epidemic, severe and adverse weather conditions, fire, flood, earthquake, avalanche or mudslide, failure of public transportation, closure or delay as a result of an order, directive or action of any federal, state, city or municipal entity or any act of God.
- Term and Termination. The term of this Agreement shall commence on the date on which User first accesses or utilizes the Service or the Website in any way and will continue so long as User continues to access or utilize the Service of the Website. The terms of Sections 1 and 3-22 (inclusive) shall survive expiration or termination of this Agreement. Any obligations of User that accrue or are due before termination of this Agreement shall continue to be obligations of User after the expiration or termination of this Agreement for any reason.
- Inadequacy of Legal Remedy. User acknowledges that the Foundation’s legal remedies (including the recovery of damages) are not sufficient in the event of any breach by User of any provisions of this Agreement regarding the ownership, use, copying or distribution of the Service and that the Foundation would suffer continuing and irreparable injury as a direct result of such breach. Therefore, in the event of any such breach, User consents to entry of any injunctive relief necessary to prevent or cure such breach (including temporary and preliminary relief, and relief by order of specific performance), without the posting of any bond or other security or proof of actual damages or irreparable harm.
- Law and Jurisdiction. All disputes arising out of this Agreement or the performance thereof shall be determined exclusively under the laws of the State of New York, without reference to its conflict-of-law provisions. User consents to the personal jurisdiction of the state and federal courts located in New York County, New York for. User shall not initiate any legal proceeding in any jurisdiction other than in the state or federal courts located in New York County, New York.
- Entire Agreement; Variation. This Agreement sets forth the entire agreement between the Foundation and User with respect to the Foundation’s website; provided, however, that the Foundation reserves the right to modify this Agreement, effective as of the date of the modification, at any time at its sole discretion. If the Foundation does make changes to the Agreement, the Foundation will post a revised Agreement on the Website. User will be responsible for regularly checking the Website for any such changes. By using the Service after the effective date of any change, User agrees that he or she will be bound by the revised Agreement.
- Severability. If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provisions shall be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the parties and the remainder of this Agreement shall not be affected thereby.
- Notices. When any notice is required or authorized hereunder, such notice shall be given in writing by recognized overnight express service, certified or registered mail, or personal delivery, in the case of the Foundation, to the address on this Website, with a copy to: Black & Associates, 100 Wall Street, Suite 900, New York, NY 10005, and in the case of User, to User’s attention at the address, including e-mail address, on file with the Foundation, or such other address as may be obtained through means believed by the Foundation in good faith to be accurate. A notice shall be deemed given on the date of personal delivery, one business day after being deposited with the overnight express service, or five days after being deposited in the certified or registered mail.
- Relationship of Parties. Nothing herein shall be deemed to create an employer-employee relationship between the Foundation and User, nor any agency, joint venture or partnership relationship between the parties. Neither party shall have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.
- Compliance with Law. Our business is based in the United States and is designed to comply with the laws of the United States. All Users located outside the United States must comply with all other laws applicable to their use of the Services.
- Waiver. Except as specifically provided herein, no delay, omission, or failure to exercise any right or remedy provided herein shall be deemed to be a waiver thereof or an acquiescence in the event giving rise to such right or remedy, but every such right or remedy may be exercised, from time to time as may be deemed expedient by the party exercising such remedy or right.
- Assignment. Neither this Agreement nor any of User's rights granted herein may be assigned or transferred by User, whether voluntarily or by operation of law, without the express prior written permission of the Foundation and any attempt to do so shall be null and void.
- Third-Party Beneficiaries. The provisions of this Agreement relating to the rights of the Foundation’s Content Providers are intended for the benefit of such Content Providers, and such Content Providers, as third-party beneficiaries, shall be entitled to enforce such provisions in accordance with their terms, irrespective of the fact that they are not signatories to this Agreement.
- Interpretation. Any rule of law that would require interpretation of any provision against the party responsible for its inclusion herein shall have no effect on the interpretation of this Agreement.