The Extraordinaries, Inc.
Terms of Service
Welcome to Sparked at www.sparked.com (the "Site"), provided to you by The Extraordinaries, Inc. ("The Extraordinaries"). The Site is an online and mobile, interactive crowd sourcing platform (the "Service" or "Services") through which Nonprofit Organizations (as defined herein) who post Challenges on the Site ("Nonprofit Users") can seek online advice from socially conscious individuals subscribing as volunteers ("Volunteers") regarding specific questions, tasks, problems, and challenges (collectively, a "Challenge").
BY DOWNLOADING, ACCESSING OR USING ANY PART OF THE SITE, YOU (UNLESS SPECIFICALLY REFERENCED, THE TERMS "YOU", "YOUR", AND "YOURS" SHALL MEAN BOTH A NONPROFIT USER AND A VOLUNTEER) EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TERMS OF SERVICE AGREEMENT (THE "AGREEMENT"). IF YOU VISIT THE SITE OR REGISTER FOR AN ACCOUNT THROUGH THE SITE (A "THE EXTRAORDINARIES ACCOUNT"), YOU EXPRESSLY ACCEPT THE TERMS OF THIS AGREEMENT.
THE EXTRAORDINARIES MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATION SHALL BE EFFECTIVE IMMEDIATELY UPON EITHER POSTING OF THE MODIFIED AGREEMENT OR NOTIFYING YOU. YOU AGREE TO REVIEW THIS AGREEMENT PERIODICALLY TO ENSURE THAT YOU ARE AWARE OF ANY MODIFICATIONS. YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.
1. Service Terms and Limitations
1.1 Description. The Site provides a platform where Nonprofit Users can seek advice and answers from the Site's community of Volunteers by posting Nonprofit User Submissions (as defined herein) regarding a Challenge. The Service and Site is proprietary to The Extraordinaries and is protected by intellectual property laws and international intellectual property treaties. Your access to the Service is licensed and not sold.
Any and all content, documentation, text, software, photos, video, graphics, and music, sound or other multimedia files created and produced by The Extraordinaries and found on the Site (collectively, "Material") is the sole property of The Extraordinaries. The entire contents of the Site are copyrighted as a collective work under the laws of United States and other copyright laws. The Extraordinaries holds the copyright in the collective work. As between the parties, title, ownership rights, and intellectual property rights in and to the Site and the Material, and any copies or portions thereof, shall remain in The Extraordinaries and/or its content providers.
Subject to your agreement with the terms of this Agreement, you may display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the material from the different areas of the Site solely for your own non-commercial use, unless otherwise permitted. Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. You agree not to change or delete any proprietary notices from materials downloaded from the Site. You may not use any The Extraordinaries logo or any other proprietary graphic or trademark without The Extraordinaries' express written permission.
1.2 Nonprofit Users.
1.2.1 The Extraordinaries Account. In consideration of your use of the Services, whether as a Nonprofit User or a Volunteer, you represent and understand that in order to access the Service you will be required to register for a The Extraordinaries Account. You agree to: (a) provide true, accurate, current and complete information about yourself when registering for a The Extraordinaries Account, and (b) maintain and promptly update your The Extraordinaries Account to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or The Extraordinaries has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, The Extraordinaries has the right to suspend or terminate your The Extraordinaries Account and refuse any and all current or future use of the Services (or any portion thereof).
1.2.2 Service Access. Subject to your agreement to the terms of this Agreement, The Extraordinaries agrees to provide you with (a) a personal, non-transferable and non-exclusive The Extraordinaries Account enabling you to access and use the Service, and (b) a limited, non-transferable and non-exclusive license to use the Material necessary to access, explore and otherwise use the Site in real time and to use the Materials in a manner consistent with paragraphs 3 (On-Line Communications) and 11(Copyright) below. Although The Extraordinaries does not currently charge a fee for the use of the Service, in the event that The Extraordinaries does require a fee for the use of the Service, the terms of this Section 1.2.2 will be subject to and conditioned upon the timely payment of any such fees. The Extraordinaries makes no representation or warranty whatsoever as to (i) the willingness, availability or ability of any Volunteer to give advice; (ii) whether the Nonprofit User shall find the advice given by a Volunteer satisfactory; (iii) whether the advice of the Volunteer will provide an adequate solution to a Nonprofit User's question; or (iv) whether the Volunteer's advice will otherwise be suitable to a Nonprofit User's needs. The Extraordinaries does not verify the skills, degrees, qualifications, credentials or background of any Volunteer. Therefore, each Nonprofit User is encouraged to independently verify the skills, degrees, qualifications, credentials and background of those Volunteer from whom the Nonprofit User receive advice.
1.2.3 Nonprofit User and Volunteer Representations. You represent and warrant to The Extraordinaries that: (a) you are over the age of eighteen (18) and have the power and authority to enter into this Agreement; (b) if a Nonprofit User, you are an authorized representative or agent of a Nonprofit Organization (as defined herein); (c) if a corporate Volunteer, you are an authorized representative or agent of such corporate Volunteer; (d) all information provided by you to The Extraordinaries is truthful, accurate and complete; (e) you shall comply with all terms and conditions of this Agreement; and (f) you have provided and will provide accurate and complete registration information, including, without limitation, your legal name, address and telephone number. In the event that The Extraordinaries requires a fee for the use of the Service, you represent and warrant to The Extraordinaries that you are the authorized signatory of the credit or charge card provided to The Extraordinaries to pay any such fees. For the purposes of this Agreement, a "Nonprofit Organization" means any entity whose primary objective is to support an issue or matter of private interest or public concern for non-commercial purposes, without concern for monetary profit, including, but not limited to, a 501(c) organization.
1.2.4 Nonprofit Users Ages 13 to 17. If you are between the ages of 13 and 17 (a "Minor User"), you may use the Site only in conjunction with your parent's or guardian's consent, and you may not provide or submit any personal information. The Extraordinaries is concerned about the safety and privacy of all its Nonprofit Users, particularly children. For this reason, Nonprofit Users who wish to allow Minor Users access to the Services in connection solely with a specific Challenge must create a The Extraordinaries Account on behalf of such Minor User. When you create a The Extraordinaries Account for the Minor User, (a) you certify that you are at least 18 years old; (b) you are authorized to create a The Extraordinaries Account on behalf of, and authorized to allow access of the Services and Site to such Minor User; and (c) you hereby consent to such Child User's access to the Services and the Site. Please remember that the Site and Services is designed to appeal to a broad audience. Accordingly, it is your responsibility to determine whether any of the Services areas and/or Material are appropriate for the Child User. Each Child User who accesses the Site and/or the Services hereby understands and agrees to abide by all terms of this Agreement.
1.3.1 Fees. Currently, individual Nonprofit Users and Volunteers may create a The Extraordinaries Account for free. However, in the future, The Extraordinaries may charge a subscription fee (the "Fees") for the use of certain aspects or all of the Services. The Extraordinaries expressly reserves the right to change the Fees at any time, upon notice to you. By registering for a The Extraordinaries Account, you agree to pay The Extraordinaries the Fees for the Service applicable to the account level chosen. The Fees for the Service do not include any payment for telecommunications and computer hardware, software, telecommunications access charges, lines or connections or other equipment and services required to access and use the Service. All Fees, Taxes (as defined herein) and other charges will be billed to your credit card at the current international currency conversion rate. You are responsible for and shall pay The Extraordinaries all currency conversion charges, sales, use, value-added, personal property or other tax, duty or levy of any kind, including interest and penalties thereon (collectively, "Taxes") for the use of the Services or resulting from this Agreement, whether imposed now or hereinafter by any governmental entity. The Extraordinaries reserves the right to deactivate your access to the paid Services for failure to pay applicable fees. If you provide a credit card that expires during the term of this Agreement, The Extraordinaries reserves the right to charge any renewal card issued to you as a replacement. You agree to promptly pay The Extraordinaries in the event of any refusal of your credit card issuer to pay any amount to The Extraordinaries for any reason. You agree to pay all costs of collection, including attorney's fees and costs, on any outstanding balance. In the event you fail to pay any amount when due, The Extraordinaries may immediately suspend or terminate this Agreement and your access to the Services.
1.3.2 Cancellation. You are responsible for all associated renewal fees relating to your The Extraordinaries Account until you elect to cancel your subscription to the Site through your The Extraordinaries Account. PLEASE NOTE: Notwithstanding anything to the contrary herein, in the event you wish to cancel your subscription, (a) you must initiate the cancellation process through your The Extraordinaries Account, and (b) you must complete such cancellation in accordance with the instructions provided herein. Cancellations are not retroactive therefore if you cancel after your membership month has begun, you will not be entitled to a refund for that month. Cancellations do not become effective until the starting date of the next membership month. A membership month begins on the calendar date when you subscribe to the Services and concludes on the day before that calendar date the following month.
1.4 Nonprofit User's and Volunteer's Agreement; Restrictions. (a) You agree to: (i) maintain the security of your Nonprofit User identification, password and other confidential information relating to your The Extraordinaries Account; (ii) be solely responsible for the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Service; (iii) be responsible for all charges resulting from use of your The Extraordinaries Account, including unauthorized use prior to your notifying The Extraordinaries in writing of such use and taking steps to prevent its further occurrence by changing your password; (iv) comply with the terms and conditions set forth herein; and (v) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of the Services or the Site. (b) You may not, directly or indirectly, (i) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), create derivative works based on the Material; (ii) copy the Material or engage in any other acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. Sections 106-110, without obtaining the express written permission of The Extraordinaries and the copyright owner; (iii) distribute (except for the purposes set forth above), rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Material, in whole or in part; or (iv) remove any proprietary notices or labels on the Material.
1.5 Accessibility. You acknowledge and agree that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which The Extraordinaries may undertake from time to time; or (c) causes beyond the control of The Extraordinaries or which are not reasonably foreseeable by The Extraordinaries.
2.1 Content and General Disclaimer.
Informational Purposes Only: The information presented or contained in the Site (including, but not limited to, the Material) or provided through the Service (collectively, the "Content") is presented for informational purposes only, which should not be construed as advice. No advice or information, whether oral or written, obtained by you from a Volunteer or Nonprofit User or from the Services shall create any warranty not expressly stated in this Agreement. The advice or information provided by Volunteers is provided for informational purposes only and cannot be considered a substitute for professional advice. No action should be taken based upon any information contained in the Services. You should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any opinion, advice, or information contained in the Services.
content provided "as-is": The Extraordinaries does not refer, endorse, recommend, verify, guarantee, approve, or certify any advice, information, or other services provided by Volunteers or Nonprofit Users, nor does it guarantee the accuracy, completeness, efficacy, timeliness, legality, quality, applicability or correct sequencing of such advice, information or other services provided. Information provided by Volunteers or Nonprofit Users through the Services or the Site may or may not be current as of the date of your access, and The Extraordinaries has no duty to update and maintain the information, reports, or statements on the Services. Additionally, the information in the Services may be changed periodically without prior notice. All content in the Services is provided "as is." Use of such information is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness.
use information at your own risk: The Extraordinaries is a community-based question-and-answer service which allows any Volunteer and/or Nonprofit User to submit responses and answers to a specific question. None of The Extraordinaries licensors, contributors, sponsors, administrators, or anyone else connected with the Services in any way whatsoever can be responsible for the appearance of any inaccurate information or for your use of the information contained in or linked from the Services. The Extraordinaries will not be liable for any damages sustained due to reliance by NONPROFIT USERS on such information or advice provided by any VOLUNTEER or other Nonprofit User. SHOULD AN AGREEMENT, EITHER ORAL OR WRITTEN, BE ENTERED INTO BETWEEN A NONPROFIT USER AND A VOLUNTEER FOR ANY REASON, THE EXTRAORDINARIES WILL NOT BE LIABLE FOR ENFORCING ANY SUCH AGREEMENT AND NONPROFIT USERS WILL BE SOLELY RESPONSIBLE FOR ANY AGREEMENT MADE WITH A VOLUNTEER. You should independently verify the qualifications, experience and credentials of any Volunteer or Nonprofit User.
No fiduciary or confidential relationship: The materials available at this web site and through the Services are for informational purposes only and not for the purpose of providing legal, medical or financial advice. You should contact your attorney, doctor, or financial advisor(s), respectively, to obtain advice with respect to any particular issue or problem. Use of and access to information provided by Volunteers or this Site, the Materials or the Service do not create any attorney-client relationship or fiduciary relationship between you and either The Extraordinaries or any Volunteer or Nonprofit User.
No Agency: You further understand that the role of The Extraordinaries is strictly limited to providing an on-line platform in which Nonprofit Users and Volunteers can access one another. You acknowledge and agree that Volunteers are not employees or agents of The Extraordinaries and The Extraordinaries assumes no responsibility for any act or omission of any such Volunteer. You understand that Nonprofit Users and Volunteers takes full responsibility for the decision to access the Services, interact with Volunteers and/or other Nonprofit Users, and rely on such Volunteer and/or other Nonprofit Users' advice. You understand and acknowledge that opinions of Volunteers are solely their opinions, and not those of The Extraordinaries. The Extraordinaries does not assume any liability or responsibility for the accuracy of the content on the Site, including the biographical information, qualifications, credentials or other data regarding any Volunteer (if such information is posted).
2.2 Medical Disclaimer. The Content may contain information on many medical or medical related topics. The Extraordinaries makes absolutely no assurance that any information touching on medical or medical related matters is true, correct, or precise. You understand and agree that if you are seeking advice in the medical and/or mental health field, nothing contained in the Site or the Content is intended to be instructional for medical diagnosis or treatment. Any advice or information provided on or through the Site by a Volunteer and/or other Nonprofit Users should not be considered complete, nor should it be relied on to suggest a course of treatment for a particular individual. It should not be used in place of a visit, call, consultation or the advice of your physician or other qualified health care provider. Information and advice obtained from the Site is not exhaustive and does not cover diseases, ailments, physical conditions or their treatment. Should you have any health care related questions, please call or see your physician or other qualified health care provider promptly. Always consult with your physician or other qualified health care provider before embarking on a new treatment. You should never disregard medical advice or delay in seeking it because of something you have read on the Site.
If YOU choose to interact with aNY mental OR MEDICAL health professional OR physician on the Site, YOUR relationship WITH ANY SUCH VOLUNTEER is strictly with SUCH VOLUNTEER. The Extraordinaries is not involved in any way with the substance of that relationship or the advice or information given therein, AND DOES NOT VALIDATE THE INFORMATION OR ADVICE PROVIDED TO YOU BY SUCH VOLUNTEER. The Extraordinaries strongly recommends that a NONPROFIT USER seeking mental health or medical advice make an appointment for an examination in person with qualified professionals.
2.3 Legal Advice. The Content may contain information on many legal topics. The Extraordinaries makes absolutely no assurance that any information touching on legal matters is true, correct, or precise. You understand and agree that the legal information provided in the Services is of a general nature and cannot substitute for professional legal advice. You represent that you will seek the advice of competent counsel with any questions you may have regarding a legal issue. As legal advice must be tailored to the specific circumstances of each case, and laws are constantly changing, nothing provided herein should be used as a substitute for the advice of competent counsel. The Site and Services through the Site is not intended to and does not constitute legal advice and no attorney-client relationship is formed, nor is anything submitted to this Site treated as confidential. The accuracy, completeness, adequacy or currency of the Content is not warranted or guaranteed. Your use of Content on this Site or materials linked from this Site is at your own risk.
If YOU choose to interact with aNY ATTORNEY OR OTHER LEGAL professional on the Site, YOUR relationship WITH ANY SUCH VOLUNTEER is strictly with SUCH VOLUNTEER. The Extraordinaries is not involved in any way with the substance of that relationship or the advice or information given therein, AND DOES NOT VALIDATE THE INFORMATION OR ADVICE PROVIDED TO YOU BY SUCH VOLUNTEER. The Extraordinaries strongly recommends that a NONPROFIT USER seeking LEGAL Advice make an appointment for A CONSULTATION in person with qualified professionals.
2.4 Financial Advice. The Content may contain information on many financial topics. Content on the Site may contain financial information provided by third parties. The Extraordinaries makes absolutely no assurance that any information touching on financial matters is true, correct, or precise. The financial content in the Services is provided for your personal information only, is not intended for investment or trading purposes, and cannot substitute for professional financial advice. You agree to seek advice of a competent financial advisor with any questions you may have regarding a financial matter. Information on this site is not appropriate for the purposes of making a decision to carry out a transaction or trade nor does it provide any form of advice (investment, tax, or legal) amounting to investment advice, or make any recommendations regarding particular financial instruments, investments, or products. The Extraordinaries does not warrant the validity, accuracy, or availability of the Content and Volunteers' advice provided and it will not be liable for any damages sustained by you due to reliance on such information or advice.
2.5 Disclaimer of Warranties. CONTENT ON OR AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" WITHOUT WARRANTY, EXPRESS OR IMPLIED. THE EXTRAORDINARIES HEREBY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE WITH RESPECT TO THE SERVICE OR THE CONTENT. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT. THE EXTRAORDINARIES MAKE NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE SERVICE. THE EXTRAORDINARIES CANNOT AND DOES NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. THE EXTRAORDINARIES CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THIS ONLINE SITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. THE EXTRAORDINARIES DOES NOT WARRANT OR GUARANTEE THAT THE FUNCTIONS OR SERVICE ACCESSED THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. ANY PERSON OR ENTITY ACCESSING THE SITE IS responsible for (1) implementing and maintaining adequate procedures and checkpoints to satisfy their particular requirements for accuracy of data input and output and (2) maintaining a means external to THE SITE for the reconstruction of any lost data. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
2.6 Disclaimer of Third Party Information. Statements made in websites, newsgroups, message boards, email, forums, conferences and chats reflect only the views of their authors. Forum managers, forum hosts, content providers, or merchants appearing on the Site are not authorized The Extraordinaries spokespersons, and their views do not necessarily reflect those of The Extraordinaries.
3. On-Line Communications
3.1 Content License.
3.1.1 Nonprofit User and Volunteer License. You may post and submit ideas, questions, advice, proposals, information, statements, and/or upload files, photos, images, or links (collectively, the "User Submission") on the Site through your The Extraordinaries Account. Your participation in on-line communications occurs in real time and is not edited, censored, or otherwise controlled by The Extraordinaries. The Extraordinaries cannot and does not screen content provided by you to the Site or through the Service. Notwithstanding the foregoing, The Extraordinaries reserves the right to monitor content on the Site and to remove content, which The Extraordinaries, in its sole discretion, determines to be (a) abusive, libelous, defamatory or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright or trademark, other intellectual property right of another or (d) offensive or otherwise unacceptable to The Extraordinaries. Except as described herein, any communication which you post on any public area of the Site (e.g., comments, forums, etc.) is considered to be non-confidential. By placing any information or other material on such publicly accessible locations on the Site (including but not limited to posting messages, uploading files, inputting data or engaging in any other form of communication), you automatically grant (or warrant that the owner of such content has expressly granted) to The Extraordinaries a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit to public areas of the Site (including but not limited to chat rooms, forums and bulletin boards) alone or as part of other works in any form, media, or technology whether by any means and in any media now known or hereafter developed and to sublicense such rights through multiple tiers of sublicenses. You hereby waive your moral rights in any such materials and information, and you hereby warrant that any such materials and information are original with you, or that you have the right to submit such materials and information. You agree that you shall have no recourse against The Extraordinaries for any alleged or actual infringement or misappropriation of any proprietary right in your communication to us.
3.1.2 Nonprofit User's Limited License of Service Marks. Each Nonprofit User hereby agrees to grant to The Extraordinaries a limited license to use, reproduce, and publicly display the Nonprofit User's logo, trademarks, and/or service marks (the "Nonprofit Service Marks") on the Site solely in connection with (a) the Nonprofit User's use of the Services and the Site, and (b) to reference such Nonprofit User as a user of the Services and the Site. The Extraordinaries acknowledge that, except for the limited license expressly granted in this Section 3.1.2, The Extraordinaries have not acquired and will not acquire any right, interest or title to the Nonprofit Service Marks by reason of this Section 3.1.2 or through the exercise of any rights in the Nonprofit Service Marks granted to The Extraordinaries hereunder.
3.1.3 Nonprofit User's Ideas and Nonprofit User Submission. By posting Nonprofit User Submissions on the Site, you acknowledge and agree that: (a) your Nonprofit User Submissions do not contain confidential or proprietary information; (b) The Extraordinaries is not under any obligation of confidentiality, express or implied, with respect to the Nonprofit User Submissions; (c) The Extraordinaries shall be entitled to use or disclose (or choose not to use or disclose) such Nonprofit User Submissions for any purpose, in any way, in any media worldwide; (d) The Extraordinaries may have something similar to the Nonprofit User Submissions already under consideration or in development; (e) your Nonprofit User Submissions automatically become the property of The Extraordinaries without any obligation of The Extraordinaries to you, except as expressly set forth herein; and (f) you are not entitled to any compensation or reimbursement of any kind from The Extraordinaries under any circumstances.
3.1.4 Volunteers Idea Submissions. If you are a Volunteer, in addition to agreeing to the above license in this Section 3.1, you further agree to enter into the License Agreement found at http://www.sparked.com/content/id/tosvollicense09152010 the posting of any original and unique ideas, concepts, solutions, and proposals solely created by you (collectively, "Volunteer Idea Submissions") prior to The Extraordinaries allowing you access to the Services and Site.
3.2 Nonprofit User and Volunteer Restrictions. You are responsible for your communications, Nonprofit User Submissions, and your use of the Site. You may not, under any circumstances, do any of the following: (a) use simultaneous, unattended or continuous connections to the Site with one account; (b) post or transmit any message which is libelous or defamatory; (c) post or transmit any message, data, image or program which is indecent, obscene or pornographic; (d) post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion; (e) use the Site to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (f) intercept or attempt to intercept email or other private communications not intended for you; (g) send email to Nonprofit Users, Volunteers, or other Internet Nonprofit Users for any purpose other than personal communication, including to advertise or offer to unsolicited sell goods or services to other Nonprofit Users and/or Volunteers, use as a mass unsolicited distribution medium to communicate a generally unsolicited message, or use your email account as an address to which Nonprofit Users, Volunteers, or other Internet Nonprofit Users need to respond (except as otherwise expressly permitted by The Extraordinaries; (h) send unsolicited email messages through third-party mail servers in order to relay your email or hide the origination of your email to others; (i) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; (j) upload files that contain a virus or corrupted data; (k) delete any author attributions, legal notices or proprietary designations or labels in a file that you upload to the Site; (l) falsify the source or origin of software or other material contained in a file that you upload to the Site; (m) use the Site in a manner that adversely affects the availability of its resources to other Nonprofit Users and/or Volunteer; (n) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a subscriber to the Site the Nonprofit User directory or any portion thereof other than for personal, noncommercial purposes (except as otherwise expressly permitted by The Extraordinaries; (o) falsely purport to be an employee or agent of the Site; (p) cause repeated disruptive incidents; (q) act, or fail to act, in your use of the Site, in a manner that is contrary to applicable law or regulation; or (r) engage in any other activity deemed by The Extraordinaries to be in conflict with the spirit or intent of this Agreement. In addition, you may not post or transmit any message which is harmful, threatening, abusive or hateful. It is not the intent of The Extraordinaries to discourage Nonprofit Users from taking controversial positions or expressing vigorously what may be unpopular views in the Site, nonetheless, The Extraordinaries reserves the right to take such action as it deems appropriate in cases where the Site is used to disseminate statements which are deeply and widely offensive and/or harmful. Each time you upload a file on the Site, you represent and warrant that you own or otherwise control the rights or have the necessary consents to do so, and you grant every other Nonprofit User and/or Volunteer the right to download and use such file. Your failure to observe any of the foregoing limitations or obligations may result in civil or criminal liability.
The Extraordinaries reserves complete and sole discretion with respect to the operation of the Site. The Extraordinaries may, among other things: (a) delete email or private messages if it has not been accessed by a Nonprofit User or a Volunteer within the time established by The Extraordinaries policies; (b) subject to Section 3, make available to third parties information relating to the Site, Nonprofit Users, and/or Volunteers; and (c) withdraw, suspend or discontinue any functionality or feature of the Site. The Extraordinaries may, in its complete and sole discretion, review uploaded files, conferences, BBSs, forums, and chats and authorize restrictions on access thereto. The Extraordinaries will not review the contents of email or private messages except as required or allowed by applicable law or legal process.
5. Other Sites
You are encouraged to use discretion while browsing the Internet using links initiated at the Site. The Site links may lead unintentionally to sites containing information that some people may find inappropriate or offensive. It may also lead to sites which contain inaccurate information, false or misleading advertising, or information which violates copyright, libel or defamation laws. The Extraordinaries make no representations concerning any effort to review all of the content of sites listed in its Site.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE EXTRAORDINARIES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS (collectively, the "The Extraordinaries Parties") FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR ANY ACTIVITY RELATED TO YOUR ACCOUNT (INCLUDING INFRINGEMENT OF THIRD PARTIES' WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE SITE USING YOUR THE EXTRAORDINARIES ACCOUNT.
8. Waiver, Release and Limitation of Liability
You acknowledge and agree that (a) The Extraordinaries does not supervise, monitor or control interactions between Nonprofit Users and Volunteers; (b) The Extraordinaries does not have control over the quality, legality, accuracy or truthfulness of any advice provided by Volunteers or Nonprofit Users; and (c) Volunteers do not receive any consideration from The Extraordinaries for providing information to other Nonprofit Users and/or Volunteers through the Service.
Accordingly, YOU hereby agree (a) that No The Extraordinaries Parties has ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SITE, THE SERVICE, OR THE CONTENT; (b) to release The Extraordinaries Parties and Volunteers and their designees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Service, the Site, or any information provided through the Service or the Site; (c) to waive any and all rights and benefits otherwise conferred by any law (whether statutory or non-statutory) of any jurisdiction that would purport to limit the scope of a release or waiver; and (d) to waive and relinquish all rights and benefits which you have or may have under Section 1542 of the Civil Code of the State of California or any similar provision of any law, rules or regulation of any other jurisdiction to the full extent that you may lawfully waive all such rights and benefits.
NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF THE EXTRAORDINARIES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE FEES PAID BY THE NONPROFIT USER FOR THE PARTICULAR INFORMATION OR SERVICE PROVIDED. IN NO EVENT SHALL THE EXTRAORDINARIES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THA THE AMOUNT REFERRED TO ABOVE. ALL OTHER DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE ARISING FROM ANY USE OF THE INFORMATION OR OTHER PARTS OF THE SITE ARE HEREBY EXCLUDED EVEN IF THE EXTRAORDINARIES ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Third Party Rights
The provisions of Sections 7 (Indemnification) and 8 (Waiver, Release and Limitation of Liability) are for the benefit of The Extraordinaries and its officers, directors, employees, agents, licensors, suppliers, and information providers. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
10. Term; Termination
Either you or The Extraordinaries may terminate your right to use the Site at any time, with or without cause. The Extraordinaries also reserves the right to terminate or suspend your Site membership without prior notice. The provisions of paragraphs 1.2.2 (Nonprofit User's and Volunteer's Representations), 1.3.2 (Cancellation), 1.4 (Nonprofit User's and Volunteer's Agreement; Restrictions), 3.1 (License), 3.2 (Nonprofit User and Volunteers Restrictions), 7 (Indemnification), 8 (Waiver, Release and Limitation of Liability), 9 (Third Party Rights), 13 (Miscellaneous), and 14 (Notice) shall survive any termination of this Agreement.
11. Copyright or Intellectual Property Infringement Notification
The Extraordinaries respects the intellectual property rights of others. You can notify The Extraordinaries of possible copyright infringement, and The Extraordinaries will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please provide the following:
(i) A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
(ii) A description of the copyrighted work or other intellectual property that you claim has been infringed;
(iii) A description of where the material that you claim is infringing is located on the Site reasonably sufficient to permit The Extraordinaries to locate the material;
(iv) Your contact information, including your address, telephone number, and email;
(v) A statement by you that you have 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
(vi) A statement by you that the above information in your notice is accurate and that you, made under penalty of perjury, are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Contact the agent designated to receive and act on copyright violations under the Digital Millennium Copyright Act ("DMCA"). Claims can be sent to firstname.lastname@example.org or to The Extraordinaries, Inc., 594 Howard Street, Suite 202, San Francisco, CA 94105.
This Agreement shall be governed by and construed in accordance with the laws of the State of California. You agree that any legal action or proceeding between The Extraordinaries and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in San Francisco County, California, United States. Any cause of action or claim you may have with respect to The Extraordinaries must be commenced within one (1) year after the claim or cause of action arises. The Extraordinaries failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Service and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Service. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any Nonprofit User, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein, and except as so provided, all provisions hereof will be personal solely between the parties to this Agreement; except that Sections 7, 8, and 9. The Extraordinaries may assign its rights and duties under this Agreement to any party at any time without notice to you.
The Extraordinaries may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Site, or by written communication delivered by first class U.S. mail to your address on record in The Extraordinaries account information. You may give notice to The Extraordinaries at any time via electronic mail to the Site to the following address: email@example.com.